TROOPS Subsidiary Giant Connection Enters Into LOI With WORLD HONOR HOLDINGS To Acquire 49% Share Ownership Of WORK; Terms Undisclosed

TROOPS, Inc. (NASDAQ:TROO) ("TROOPS" or the "Company"), today announced its wholly-owned subsidiary Giant Connection Limited (the Purchaser") has recently entered into a Letter of Intent ("LOI") with WORLD HONOR HOLDINGS LIMITED (the "Vendor"), to acquire 49% share ownership of WORK, Inc., a British Virgin Islands co-working space operator with operations in Taiwan. The transaction includes a put option for the Vendor to sell the remaining 51% share ownership to the Purchaser in the future. Consideration will be paid via convertible notes linked to TROOPS shares, priced at 80% of the lower of (i) the pre-signing closing price or (ii) the 60-day average. Key conditions include due diligence, regulatory approvals (including NASDAQ and SEC), and the Purchaser's commitment to develop a 7,000 square feet co-working space in Hong Kong and a dedicated mobile application.

Key Points:

• Structure: Staged acquisition (49% upfront + put option for 51%).
   
• Payment: Convertible notes tied to TROOPS' share price.
   
• Obligations: Purchaser to fund Hong Kong co-working space and app development. 
   
• Conditions: Due diligence, regulatory approvals, and no material adverse changes.
   
• Binding Terms: LOI enforces confidentiality and exclusivity.

This move signals TROOPS' expansion into Asia's flexible workspace sector, leveraging WORK, Inc.'s footprint in Taiwan and planned Hong Kong presence.