#Hong Kong #TROOPS #Giant Connection #Y Concept

TROOPS, Inc. Expands into Malaysian Co-living Market

TROOPS, Inc. (NASDAQ: TROO) is making strategic moves aimed at increasing its influence in Asia's burgeoning co-living and co-working market. In a recent announcement, the company revealed that its wholly-owned subsidiary, Giant Connection Limited, has entered into a Letter of Intent (LOI) to acquire a significant minority stake in Y Concept Holding Limited, the parent company of The Cara Hotel, a prominent co-living and co-working space located in Malaysia.

Key Transaction Details

The agreement allows Giant Connection to acquire 49% of Jupiter Stone Holding Limited's 62.5% ownership in Y Concept Holding Limited. Importantly, the LOI also includes a put option, granting the vendor the right to sell the remaining 51% stake at a later date, thus providing flexibility for future negotiations.

Payment and Repurchase Terms

In terms of payment, the acquisition will be executed through convertible notes valued at 80% of either the closing share price on the signing date or the average closing share price over the previous 60 trading days. Moreover, TROOPS retains an option to repurchase these consideration shares at the prevailing market price, ensuring protection of their investment.

Strategic Objectives

The acquisition is part of TROOPS' broader strategy to diversify its investments while capitalizing on the significant growth potential within the co-living and co-working spaces, especially in Asia. The Cara Hotel is ideally situated to leverage this growing demand, responding to the evolving lifestyles of young professionals and digital nomads seeking flexible living situations.

Conditions Precedent

However, the transaction is contingent upon several conditions, including:
1. Satisfactory completion of financial and legal due diligence.
2. Obtaining necessary regulatory approvals from relevant authorities, which include NASDAQ and the U.S. Securities and Exchange Commission (SEC).
3. Approval from the boards of directors of both companies involved.
4. Assurance that there are no material adverse changes in the business operations or financial conditions of Y Concept Holding Limited.

The Strategic Importance of This Move

TROOPS' decision to expand into the Malaysian market reflects its commitment to addressing the demand for co-living and co-working spaces in Asia. With a clear shift towards flexible living and working arrangements, the company is well-positioned to exploit market opportunities in this sector.

The Next Steps

As due diligence is currently underway, there is an expectation that definitive agreements will be finalized once all necessary conditions are met. This acquisition serves as a testament to TROOPS' ambition to expand its footprint and enhance its business portfolio significantly.

About TROOPS, Inc.

TROOPS, Inc. is a diversified conglomerate with its headquarters in Hong Kong. The company operates across various sectors, including money lending, property investments, fintech solutions, and advisory services. It aims to create synergy within its ecosystem to provide maximum value to its shareholders. To learn more about TROOPS, Inc., please visit their investor relations website at www.troops.co.

In conclusion, the strategic acquisition by TROOPS, Inc. showcases its commitment to growth and adaptability in a rapidly changing market. By entering the Malaysian co-living space sector, TROOPS not only strengthens its portfolio but also positions itself to capture new opportunities within the Asian market. The integration of flexible living spaces into its offerings may redefine the company’s future path and success in the years to come.