OBOOK HOLDINGS INC. SHARE SUBSCRIPTION AGREEMENT

Exhibit 10.23

OBOOK HOLDINGS INC.

SHARE SUBSCRIPTION AGREEMENT

[•], 2025

OBOOK HOLDINGS INC.

SHARE SUBSCRIPTION AGREEMENT

This Share Subscription Agreement (the “Agreement”) is made as of [•], 2025 by and between OBOOK HOLDINGS INC., organized under the laws of the Cayman Islands (the “Company”) and [•] (the “Purchaser”). Each of the Purchaser and the Company shall be hereinafter referred to as a “Party”, and collectively as “Parties”.

The Parties hereby agree as follows:

1. Purchase and Sale of Securities. Sale and Issuance of Securities.

(a) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to the Purchaser of [•] shares of the Class A Common Shares of the Company (the “Shares” or “Securities”), having the rights, preferences, privileges and restrictions set forth in the Articles of Association of the Company, which shall be updated from time to time (“Articles”).

(b) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser at the Closing, the Shares, at a purchase price of US$10 per share, with the total amount being US$[•] (the “Investment Proceeds”).

1.2 Closing; Delivery.

(a) The purchase and sale of the Shares shall take place on or before [•], 2025 hereof, or at such other time and place as the Company and the Purchaser mutually agreed upon, orally or in writing (which time and place are designated as the “Closing”).

(b) At the Closing, the Purchaser shall deliver to the Company the Investment Proceeds, which shall be paid by wire transfer of immediately available funds to the Company’s designated bank account set forth in Exhibit A hereto, and the Purchaser shall take all other actions and execute and deliver all other documents that may be reasonably necessary or appropriate as a condition to the purchase of the Shares.

(c) Upon the receipt of the Investment Proceeds by the Company, the Company shall issue the Shares to, and register the Shares in the name of, the Purchaser on the register of members of the Company, and shall take all other actions and execute and deliver all other documents that may be reasonably necessary or appropriate as a condition to the purchase of the Shares.

1.3 Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operation of the Company or the Subsidiaries.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Transaction Agreements” means this Agreement and any other agreements in connection with the consummation of the transactions contemplated under this Agreement.

“Transfer” means any sale, assignment, transfer, creation of pledge or encumbrance, hypothecation or other disposition of any kind, whether voluntary, involuntary or by operation of law, including, without limitation, any transfer by bequest, devise or descent, pursuant to divorce or legal separation, pursuant to a distribution, dividend or liquidation, or to receivers, levying creditors or trustees in bankruptcy proceedings or otherwise.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser that the following representations are true and complete as of the date hereof.

2.1 Organization, Good Standing and Qualification. The Company is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to carry on its business as presently conducted.

2.2 Capitalization. All of the outstanding Common Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable laws.

2.3 Authorization. All corporate action on the part of the Company, its officers, directors and holders of shares necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the Shares has been taken or will be taken prior to the Closing, and this Agreement, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

2.4 Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable laws.

2.5 Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable laws of the Cayman Islands.

2.6 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending against the Company that questions the validity of this Agreement or the right of the Company to enter into them, or to consummate the transactions contemplated hereby or thereby, or that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for the foregoing.

2.7 Intellectual Property. The Company owns all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes necessary for the business of the Company as now conducted without any conflict with, or infringement of, the rights of others. The Company has not received any communications alleging that it has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights or processes of any other person or entity.

2.8 Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company.

2.9 Tax Returns and Payments. There are no local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable local or foreign governmental agency. The Company has duly and timely filed all local and foreign tax returns required to have been filed by it with respect to taxes for any year. These returns and reports are true and correct in all material respects.

2.10 Compliance with Laws; Permits. The Company is not in conflict in any material respect with, in material default under, or in material violation of, any material laws or governmental judgment, injunction, order or decree applicable to the Company’s business. The Company currently holds all material permits necessary or proper for the current operation of the Company’s business.

2.11 Disclosure. The Company and the Purchaser have engaged in a due diligence process, and in connection with that process the Company has made available to the Purchaser all the information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Shares.

3. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company with respect to itself only that:

3.1 Authorization. If the Purchaser is not a natural person, the Purchaser is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Purchaser has full power and authority to enter into this Agreements. This Agreements, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms.

3.2 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

3.3 Compliance; No Conflicts. In respect with the transactions contemplated hereunder, Purchaser is not subject to any approval, registration or reporting requirement under any regulations. No Approval by or with any governmental authority is required to be obtained or made by such Purchaser in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. The authorization, execution, delivery and performance of this Agreement and the transaction contemplated hereunder shall not violate or conflict with, or result in the breach of or default or loss of benefits under, any instrument, agreement, law or governmental order by which the Purchaser is bound.

3.4 Securities Law Matters. The Purchaser:

(a) understands that the Shares have not been, and will not be, registered under the United States Securities Act of 1933 (by reason of a specific exemption which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein), or otherwise registered, cleared or approved for public sale under the laws of any jurisdiction;

(b) is acquiring the Shares for its own account for investment purposes, and not as a nominee or agent or with a present intention to resell or distribute any of the Shares;

(c) has the knowledge and experience necessary to make the investment decision involved in the purchase of the Securities and is able to bear all economic risk of its investment in the Shares;

(d) represents that neither the Company nor any Person acting on its behalf, has offered to sell or sold the Shares (or any other Securities of the Company) to such Purchaser by means of any form of general solicitation or general advertising;

(e) (i) has been provided with access to all information concerning the Shares, the Company and its Subsidiaries, to the extent that such Purchaser has requested and has had an opportunity to ask questions of, and to receive answers from, management of the Company and to obtain such additional information concerning the Shares, the Company and its Subsidiaries as such Purchaser deems necessary in connection with its acquisition of Shares; and (ii) fully understands the nature, scope and duration of the limitations applicable to the Shares;

(f) is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933 (as amended by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act), and the Company is relying upon such representation and warranty, or (ii) not a “U.S. person” as defined in Rule 902 of Regulation S of the United States Securities Act of 1933 at the time any offer to sell the Shares was made to such Purchaser and at the Closing; and

(g) has neither directly or indirectly, including through a broker or finder (i) engaged in any general solicitation; or (ii) published any advertisement, in each case in connection with the offer and sale of the Shares.

3.5 Additional Representations and Warranties of Non-U.S. Purchaser. To the extent the Purchaser is not a U.S. Person, in addition to the representations and warranties otherwise set forth in this Section 3, such non-U.S. Purchaser certifies and agrees that such Purchaser (i) is not acquiring the Shares for the account or benefit of any U.S. person, (ii) is not acquiring the Shares in an offshore transaction within the meaning of and in accordance with Rules 901 and 903 of Regulation S promulgated under the Securities Act, (iii) is not acquiring or contemplate to acquire the Shares while in the United States or any of its territories or possessions, (iv) is familiar with the rules and restrictions set forth in Regulation S and has not undertaken and will not undertake any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Shares, (v) will not engage in hedging transactions with regard to the Shares, except in compliance with the Securities Act of 1933, and (vi) is not a “distributor” within the meaning Rule 902(d) under the Securities Act of 1933 with respect to the Shares.

3.6 Exemption from Registration; Restricted Securities. Purchaser understands that the Shares will not be registered under the United States Securities Act of 1933 or registered or listed publicly pursuant to any other applicable securities laws and regulations, on the ground that the sale provided for in this Agreement is exempt from registration under the United States Securities Act of 1933 or the registration or listing requirements of any other applicable securities laws and regulations, and that the reliance of the Company on such exemption is predicated in part on such the Purchaser’s representation set forth in this Agreement. Purchaser understands that the Shares are restricted securities within the meaning of Rule 144 under the United States Securities Act of 1933; that the Shares are not registered or listed publicly and must be held indefinitely unless they are subsequently registered or listed publicly or an exemption from such registration or listing is available.

3.7 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management. The Purchaser understands that such discussions, as well as any other written information delivered by the Company to the Purchaser, were intended to describe the aspects of the Company’s business which the Purchaser believes to be material.

3.8 Truthfulness of Investor Questionnaire. The Purchaser certifies that all information provided by the Purchaser in the Confidential Investor Questionnaire as set forth in Exhibit B delivered to the Company in connection with this Agreement is true, complete and accurate in all material respects as of the date hereof, and does not contain any untrue statement or any material omission. The Purchaser further acknowledges that the Company has relied and will continue to rely upon the truthfulness, accuracy and completeness of such information provided by the Purchaser in the Confidential Investor Questionnaire as set forth in Exhibit B in assessing the Purchaser’s eligibility to acquire and Shares and in determining any availability of exemptions, as applicable, under the securities laws.

4. Conditions of the Purchaser’s Obligations at Closing. The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, the waiver of which shall not be effective against the Purchaser who does not consent thereto:

4.1 Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2 Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.3 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

5. Conditions of the Company’s Obligations at Closing. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

5.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing shall have been performed or complied with in all material respects.

5.3 Investment Proceeds. On or prior to the Closing, Purchaser shall pay the Investment Proceeds as set forth in Section 1.1 to the designed bank account as set forth in Exhibit A.

5.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing.

6. Post-Closing Undertakings.

6.1 Market Stand-Off.

(a) The Purchaser shall not transfer any Shares for a period of six (6) months following the Closing without the prior written consent of the Company. In the occurrence of a Liquidation Event or a Deemed Liquidation Event, the Purchaser and any Shares shall no longer be subject to this lock-up period. For the purpose of this Agreement, a “Liquidation Event” means a liquidation, dissolution or winding up of the Company, and a “Deemed Liquidation Event” means an acquisition, merger or consolidation (other than one in which the holders of shares of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the shares of the Company or the surviving or acquiring entity) or a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.

(b) In connection with the Company’s first filing in connection with the first public offering of any class of shares of the Company or any successor entity thereto (the “Initial Offering”) and upon request of the Company or the underwriters managing such offering of the Company’s securities, the Purchaser shall not transfer or make any short sale of any securities of the Company, however or whenever acquired (other than those included in the Initial Offering) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) as may be requested by the Company or such managing underwriters. The Purchaser shall execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Initial Offering. The underwriters in connection with the Initial Offering are intended third-▇▇▇▇▇ beneficiaries of this Section 6.1(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in the Initial Offering that are consistent with this Section 6.1(b) or that are necessary to give further effect thereto.

6.2 Drag-Along. In the event that the board of directors of the Company, or shareholders representing at least 70% of the total issued and outstanding shares of the Company, have resolved to accept an offer to purchase their Company shares from a bona fide third party, the Company shall send a written notice (the “Drag-Along Notice”) to the Purchaser specifying the name of the such third party, the consideration payable per share and a summary of the material terms of such proposed purchase. Upon receipt of a Drag-Along Notice, the Purchaser shall be obligated to sell all of its shares in the Company, free of any encumbrance, in the transaction contemplated by the Drag-Along Notice on the same terms and conditions as resolved by the board or the shareholders of the Company.

7. Miscellaneous.

7.1 Transfer; Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.2 Termination; Survival. This Agreement may be terminated, as between the Company and the Purchaser, only prior to the Closing (a) by the mutual written consent of the Company and the Purchaser, or (b) by either the Company or the Purchaser, by notice to the other, if the applicable Closing has not occurred prior to December 31, 2026, or such later date as may be agreed in writing between the Company and the Purchaser, other than through the failure of the Party seeking to terminate this Agreement to comply fully with its obligations under this Agreement. The provisions of this Section 7 shall survive any termination of this Agreement.

7.3 Governing Law. This Agreement shall be governed by and construed under the laws of Taiwan, Republic of China. Any dispute, controversy, difference or claim arising out of, relating to or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be subject to the exclusive jurisdiction of the Taipei District Court.

7.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.5 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax (upon customary confirmation of receipt) or email, addressed to the Party to be notified at such Party’s address, fax number or e-mail address as set forth on the signature page hereto, or as subsequently modified by written notice.

7.6 Fees and Expenses. The Company and the Purchaser shall each bear their own fees and expenses incurred in connection with this Agreements, including their own legal expenses.

7.7 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.

7.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7.9 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

7.10 Confidentiality.

(a) Each Party agrees that such Party will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the other Party (the “Confidential Information”), provided Confidential Information does not include information that:

(i) is known or becomes known to the public in general (other than as a result of a breach of this Section 7.10);

(ii) is or has been independently developed or conceived by such Party without use of such confidential information obtained from the other Party; or

(iii) is or has been made known or disclosed to such Party by a third Party without a breach of any obligation of confidentiality such third Party may have to the Party who originally disclosed such confidential information (the “Disclosing Party”);

provided, however, that such Party may disclose Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Company shares from such Party, if such prospective purchaser agrees to be bound by the provisions of this Section 7.10; (iii) to any affiliate, general partner, member, shareholder, or wholly owned subsidiary of such Party in the ordinary course of business, provided that such Party informs such third Party that such information is confidential and directs such third Party to maintain the confidentiality of such information (such parties in (i), (ii) and (iii) above, “Representatives”); or (iv) as may otherwise be required by law, provided that such Party promptly notifies the Disclosing Party of such disclosure as required by law and takes reasonable steps to minimize the extent of any such required disclosure.

(b) Each Party acknowledges that the information being provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the letter agreement dated as of [•], 2025 by and between the Company and the Purchaser (the “Confidentiality Agreement”). The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby.

(c) The Purchaser acknowledges that the Company has made available to it Confidential Information. The Purchaser acknowledges that it is aware, and that its Representatives have been advised, (i) that any Confidential Information may constitute material non-public information of the Company, and (ii) of the restrictions which may be imposed by applicable securities laws prohibiting or restricting any person who has material non-public information about a publicly traded entity from purchasing or selling securities of such entity or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities. The Purchaser hereby confirms that it and its Representatives will take any action necessary or appropriate to prevent the use by the Purchaser and its Representatives of any Confidential Information in a way that would reasonably be expected to violate any securities laws in applicable jurisdictions, including, without limitation, the Republic of China and the United States.

7.11 Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the Parties hereto are expressly canceled. No amendments or waivers to this Agreement will be effective unless in writing and signed by the Party against whom such amendment or waiver is to be enforced.

7.12 Interpretation. The headings in this Agreement are inserted for convenience of reference only and shall not limit or affect the construction of the provisions hereof. The Parties have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof. In this Agreement, unless the context otherwise requires: (a) words denoting the singular number shall include the plural and vice versa; (b) references to exhibits are to be construed as references to the exhibits to this Agreement; (c) reference to any document, instrument or agreement shall be construed as a reference to said document, instrument or agreement as the same may be amended or supplemented from time to time, and including all attachments and exhibits thereto, (d) the words “include”, “includes” or “including” shall be deemed to be followed by “without limitation” or “but not limited to”, whether or not they are followed by such phrases or words of similar import; (e) the words “hereof”, “herein” and “hereunder” and other words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular part of this Agreement; (f) references to persons or Parties include their respective successors and permitted assigns; and (g) references to a number of days shall refer to calendar days unless working or business days are otherwise specified.

7.13 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. This Agreement may be executed and delivered by electronic transmission, and upon such delivery, the facsimile or electronic transmission shall have the same effect as if an original signature had been delivered to the other Party. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to this Agreement (including any related amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms complying with applicable law, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.