TROOPS' Giant Connection Enters Into LOI With Jupiter Stone Holding To Acquire 49% Equity Interest In Y Concept Holding

TROOPS, Inc. (NASDAQ:TROO) ("TROOPS" or the "Company") today announced that its wholly-owned subsidiary, Giant Connection Limited (the "Purchaser"), has entered into a Letter of Intent ("LOI") with Jupiter Stone Holding Limited (the "Vendor") to acquire a 49% equity interest in Y Concept Holding Limited, the Hong Kong parent company of The Cara Hotel, a co-living and co-working space in Malaysia.

Key Transaction Details

• Acquisition Structure: Giant Connection Limited will acquire 49% of Jupiter Stone Holding Limited's 62.5% ownership in Y Concept Holding Limited. The LOI includes a put option for the Vendor to sell the remaining 51% at a later date.
• Payment Terms: The transaction will be settled through convertible notes issued by TROOPS, valued at 80% of the lower of (i) the closing share price on the date of signing or (ii) the average closing share price over the prior 60 trading days.
• Repurchase Option: TROOPS retains the right to repurchase the consideration shares at the prevailing market price.
• Strategic Objective: This acquisition strengthens TROOPS' business portfolio by expanding its presence in Malaysian co-living and co-working space.

Conditions Precedent

The transaction is subject to the following conditions:

• Satisfactory completion of financial and legal due diligence.
• Obtaining necessary regulatory approvals, including from NASDAQ and the U.S. Securities and Exchange Commission (SEC).
• Approval by the boards of directors of both parties.
• No material adverse changes in Y Concept Holding Limited's business operations or financial conditions.

Strategic Significance

This acquisition aligns with TROOPS' strategy to diversify its investments and capitalize on the robust growth in Asia's flexible living and working space sector. The Cara Hotel is well-positioned to benefit from increasing demand for co-living and co-working space in Malaysia.

Next Steps

Due diligence is in progress, with definitive agreements expected to be finalized upon satisfaction of all conditions precedent.