Core Viewpoint - TROOPS, Inc. has announced a strategic acquisition of a 49% equity interest in Y Concept Holding Limited, which operates The Cara Hotel in Malaysia, to diversify its investments in the growing flexible living and working space sector in Asia [1][3]. Group 1: Transaction Details - The acquisition involves Giant Connection Limited acquiring 49% of Jupiter Stone Holding Limited's 62.5% ownership in Y Concept Holding Limited [7]. - The transaction will be settled through convertible notes issued by TROOPS, valued at 80% of the lower of the closing share price on the signing date or the average closing share price over the prior 60 trading days [7]. - The LOI includes a put option for the Vendor to sell the remaining 51% at a later date [7]. Group 2: Strategic Significance - This acquisition aligns with TROOPS' strategy to capitalize on the increasing demand for co-living and co-working spaces in Malaysia [3]. - The Cara Hotel is well-positioned to benefit from the robust growth in this sector [3]. Group 3: Conditions Precedent - The transaction is subject to satisfactory completion of financial and legal due diligence [7]. - Necessary regulatory approvals must be obtained, including from NASDAQ and the U.S. Securities and Exchange Commission (SEC) [7]. - Approval from the boards of directors of both parties is required, along with no material adverse changes in Y Concept Holding Limited's business operations or financial conditions [7].

Core Viewpoint - TROOPS, Inc. is expanding into the flexible workspace sector in Asia through the acquisition of a 49% stake in WORK, Inc., a co-working space operator in Taiwan, with plans for future growth in Hong Kong [1][3]. Group 1: Acquisition Details - The acquisition involves a staged approach, with TROOPS' subsidiary acquiring 49% of WORK, Inc. upfront and a put option for the remaining 51% in the future [6]. - Payment for the acquisition will be made through convertible notes linked to TROOPS' share price, priced at 80% of the lower of the pre-signing closing price or the 60-day average [1][6]. - The Purchaser is obligated to develop a 7,000 square feet co-working space in Hong Kong and a dedicated mobile application as part of the agreement [1][6]. Group 2: Conditions and Obligations - Key conditions for the acquisition include due diligence, regulatory approvals from NASDAQ and SEC, and the absence of material adverse changes [1][6]. - The Letter of Intent (LOI) enforces confidentiality and exclusivity between the parties involved in the transaction [6]. Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate with diverse business interests, including money lending, property investment, financial technology solutions, and consultancy services [4]. - The company's vision is to create a sustainable ecosystem that generates value for its shareholders [4].