奥丁丁美股招股说明书(2026-06-10版)

PROSPECTUS OBOOK Holdings Inc. 12,350,340 Class A Common Shares Thisprospectus relates to the resale,from time to time,by the sellingshareholder (the “Selling Shareholder”), of up to an aggregate of 12,350,340 Class ACommon Shares, par value US$0.001 per share (the “Class A Common Shares”), ofOBOOK Holdings Inc. (the “Company,” “we,” “us” or “our”), consisting of (i) up to11,500,000 Class A Common Shares issuable upon conversion of, or as repaymentshares in payment of monthly installments under, a senior secured convertiblepromissory note originally issued to the Selling Shareholder on April 6, 2026 (the“Note”), and (ii) up to 850,340 Class A Common Shares issuable upon exercise of aClassA Common Share purchase warrant originally issued to the SellingShareholder on April 6, 2026 (the “Warrant”), in each case, pursuant to theSecurities Purchase Agreement, dated as of April 2, 2026, by and between theCompany and the Selling Shareholder (the “Securities Purchase Agreement”), asfurther described below under “Prospectus Summary—Recent Developments—TheLind Private Placement”. The Selling Shareholder is identified in the table commencing on page 16. Weare not selling any Class A Common Shares pursuant to this prospectus and we willnot receive any of the proceeds from the sale by the Selling Shareholder of the ClassACommon Shares registered hereunder.We may,however,receive up toapproximately US$6,649,659 in aggregate gross proceeds from the cash exercise ofthe Warrant in full (based on the current Warrant exercise price of US$7.82 pershare), if and when the Warrant is exercised for cash. See “Use of Proceeds.” The Selling Shareholder may sell or otherwise dispose of the Class A CommonShares described in this prospectus in a number of different ways and at varyingprices, including at prevailing market prices, at prices related to prevailing marketprices, at varying prices determined at the time of sale or at negotiated prices directlyor through a broker or brokers, who may act as agent or as principal or by acombination of such methods of sale. The Selling Shareholder may sell any, all ornone of the Class A Common Shares offered by this prospectus. See “Plan ofDistribution.” OurClass A Common Shares are listed on The Nasdaq Global Market(“Nasdaq”) under the symbol “OWLS.” On June 9, 2026, the last reported sale priceof our Class A Common Shares on Nasdaq was US$5.62 per Class A CommonShare. We are an “emerging growth company” as defined under applicable U.S.federal securities laws and are eligible for reduced public company reportingrequirements. We are also a “foreign private issuer” under applicable U.S. federalsecurities laws. See “Prospectus Summary—Implications of Being an EmergingGrowth Company and Foreign Private Issuer.” We are a “controlled company” within the meaning of the applicable rules ofNasdaq since Darren Wang, our founder and CEO, controls a majority of the totalvoting power of the Company through his beneficial ownership of our Class BCommon Shares, par value US$0.001 per share (the “Class B Common Shares”). Asa“controlled company,”we are exempt from certain corporate governancerequirements of Nasdaq. See “Risk Factors” for more information. Investing in our Class A Common Shares involves a high degree of risk.See “Risk Factors” beginning on page 7 of this prospectus, and the risk factorsincorporated by reference from Item 3.D. of our Annual Report on Form 20-Ffor the year ended December 31, 2025 (the “2025 Annual Report”), for adiscussion of factors you should consider before investing in our Class ACommon Shares. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor anystateor other securities regulator has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING5RISK FACTORS7CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS9USE OF PROCEEDS11DIVIDEND POLICY12CAPITALIZATION13SELLING SHAREHOLDER15RELATED PARTY TRANSACTIONS17DESCRIPTION OF SHARE CAPITAL19PLAN OF DISTRIBUTION23EXPENSES26LEGAL MATTERS27EXPERTS28ENFORCEMENT OF CIVIL LIABILITIES29WHERE YOU CAN FIND MORE INFORMATION30INCORPORATION OF CERTAIN INFORMATION BYREFERENCE31 For investors outside of the United States of America (the “UnitedStates”): Neither we nor the Selling Shareholder has done anything thatwould permit the use of, or possession or distribution of, this prospectus inany jurisdiction, other than the United States, where action for that purposeis required. Persons outside of the United States who come into possessionofthis prospectus must inform themselves about,and observe anyrestrictions relating to, the offering of our Class A Common Shares by theSelling Shareholder and the distribution of this prospectus outside of theUnited States. You should rely only on the information contained in this prospectus,including inform