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].