20-F: Hotel101 Global Holdings Corp. Completes Nasdaq Listing and Business Combination Amidst Pro Forma Loss and Internal Control Concerns

Hotel101 Global Holdings Corp. has successfully completed its business combination with JVSPAC Acquisition Corp. and commenced trading on Nasdaq, despite reporting a pro forma net loss of $54.4 million for the year ended December 31, 2024.

Summary

• Hotel101 Global Holdings Corp. (HBNB) completed its business combination with JVSPAC Acquisition Corp. on June 30, 2025, with HBNB becoming the direct parent of Hotel101 Global and JVSPAC.
• HBNB ordinary shares commenced trading on the Nasdaq Capital Market under the ticker symbol HBNB on July 1, 2025.
• The business combination was accounted for as a capital reorganization, with Hotel101 Global identified as the accounting acquirer.
• The aggregate consideration for the business combination was $2.3 billion, paid in newly issued HBNB ordinary shares at a price of $10.00 per share.
• This consideration included 195,500,000 HBNB Ordinary Shares issued to principal shareholders (DDPC, Hotel101 Worldwide, DoubleDragon), 34,500,000 shares to key executives (subject to vesting/lock-up), and 600,000 shares to Merdeka.
• Pro forma financial statements for the year ended December 31, 2024, indicate a net loss of $54.428 million and a pro forma loss per share of $0.23.
• As of December 31, 2024, on a pro forma combined basis, total equity was $11.634 million, with total indebtedness of $286 thousand.
• Hotel101 Global acquired a 40% interest in Hotel of Asia, Inc. (HOA) on January 21, 2025, which is accounted for using the equity method.

Sentiment

Score: 5

Explanation: The successful Nasdaq listing and strategic international expansion agreements are positive, but these are significantly offset by a large pro forma net loss, identified material weaknesses in internal controls, and explicit liquidity risks, indicating a mixed outlook requiring careful monitoring.

Positives

• Successfully completed the business combination and achieved a Nasdaq listing, providing access to U.S. public capital markets.
• Secured a strategic agreement on May 28, 2025, with a member of Saudi Arabia's Horizon Group for the potential development of up to 10 Hotel101 projects in the Kingdom of Saudi Arabia.
• Entered into a 10-year partnership agreement on June 6, 2025, with an affiliate of MATCH Hospitality AG to become an Official Hotel partner for the Formula 1 Spanish Grand Prix, with Hotel101-Madrid providing accommodation from 2026 onwards.

Negatives

• Reported a significant pro forma net loss of $54.428 million for the year ended December 31, 2024.
• Hotel101 Global's cash ratio is less than 1.0, which exposes the company to liquidity risk.
• Identified material weaknesses in Hotel101 Global's internal control over financial reporting for the years ended December 31, 2024, and 2023, including issues with incremental borrowing rate, exchange rate translation, vendor payable cutoff, capitalization of development costs, and review of key controls.
• A substantial portion of the pro forma loss is attributed to a $15.562 million IFRS 2 charge for listing services, representing the excess of the deemed costs of shares issued to JVSPAC over its identifiable net assets.

Risks

• Ability to maintain the listing of HBNB Ordinary Shares on Nasdaq.
• Challenges in successfully managing, executing, and implementing growth or expansion strategies.
• Joint venture partners, including owners of pre-sold condotel units (Unit Owners), may have interests different from and may take actions that adversely affect HBNB and HOA.
• Exposure to risks associated with offering deferred payment schemes, including the risk of customer default.
• Competition for the acquisition of land for new projects and risks relating to the management of its land bank.
• Vulnerability to decline or disruption in the travel and hospitality industries or economic downturn.
• Liquidity risk due to Hotel101 Global's cash ratio being less than 1.0.
• Project cost and completion risks, including generating sufficient cash flow from presales and other funding sources, substantial sales cancellations, and reputational risk and damage to the Hotel101 brand if projects or hotels do not meet customers' requirements.
• Multiple related-party transactions with affiliated companies, and transactions with certain affiliates constitute a substantial percentage of HOA's revenues.
• Rights and titles over land owned by the subsidiaries of HBNB and HOA may be contested by third parties, and certain short-term leases may not be renewed.
• Reliance on a third-party contractor for HBNB's websites and its global application (the Hotel101 App).
• Insurance may not cover all damage or other potential losses.
• Real estate development and marketing activities and hotel operation and management activities are subject to a wide variety of laws and regulations.
• Potential for regulatory inquiries, investigations, litigation, and other disputes, including potential construction defects and other building-related claims.
• Risks related to the Philippines in relation to HOA's business and operations.
• Material weaknesses in internal control over financial reporting, including improper use of incremental borrowing rate, improper use of exchange rate in translating reporting currency to functional currency, improper cutoff of vendor payables, improper capitalization of development costs, lack of evidence of review for certain key controls (financial statements review, approval of related party transactions, review of leases, and bank reconciliation review), and improper use of discount rate related to the calculation of significant financing component.

Future Outlook

The document includes forward-looking statements regarding HBNB's expectations concerning the outlook for its business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance, and developments in the capital and credit markets and expected future financial performance. It also mentions expected benefits from the Business Combination. However, specific quantitative guidance or detailed future projections are not provided in the excerpt.

Management Comments

• HBNB believes that such plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, HBNB cannot assure you that such plans, intentions or expectations will be achieved or realized.
• Management performed a comprehensive review of the entity's accounting policies. As a result of the review, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information.
• At this point of time, the revenue target for Earnout Shares is not expected to be met, and thus no expense is recognized in the pro forma financial statements.

Industry Context

Hotel101 Global Holdings Corp. operates in the global hospitality and real estate development sector, focusing on the value segment. Its recent strategic agreements, such as the joint venture in Saudi Arabia and the partnership with MATCH Hospitality AG for the Formula 1 Spanish Grand Prix, indicate a strong push for international expansion and diversification beyond its Philippine roots (through HOA). This aligns with broader industry trends of globalized travel and event-driven tourism, as well as the growing demand for standardized, efficient hospitality models.

Comparison to Industry Standards

• The document is a shell company report with pro forma financial information, primarily focused on the business combination and initial listing. It does not contain sufficient operational or financial detail to make specific comparisons to industry standards or competitors like Marriott, Hilton, or specific real estate development projects.
• The pro forma financials show a significant net loss, largely due to non-cash IFRS 2 charges related to the listing, which makes direct performance comparisons difficult without more detailed operational data.

Management Changes

Corporate Governance

Legal Proceedings

• Information regarding legal or arbitration proceedings is described in the Proxy Statement/Prospectus, but no specific new proceedings are detailed in this report.

Related Party Transactions

• DDPC Worldwide Pte. Ltd. and Hotel101 Worldwide Private Limited are subsidiaries of DoubleDragon Corporation, which is HBNB's controlling shareholder (83.5% beneficial ownership).
• Hotel101 Global acquired a 40% interest in Hotel of Asia, Inc. (HOA) from DoubleDragon Corporation on January 21, 2025, in exchange for Hotel101 Global shares.
• DDPC Worldwide Pte. Ltd. transferred leasehold rights over properties at 20 Cecil Street #04-03 and #04-04 Singapore 049705 to Hotel101 Global Pte. Ltd. on December 30, 2024, in exchange for Hotel101 Global ordinary shares.
• The document highlights a risk that 'multiple related-party transactions with affiliated companies, and transactions with certain affiliates constitute a substantial percentage of HOAs revenues.'
• HBNB entered into non-compete and non-solicitation agreements with JVSPAC, Hotel101 Worldwide, DDPC, and DoubleDragon.
• HBNB entered into restricted share subscription agreements and share subscription agreements with key executives and/or employees of HBNB and/or its affiliates (including DoubleDragon Corporation).

Stakeholder Impact

• Shareholders face significant dilution from the business combination and potential future dilution from Earnout Shares, along with exposure to pro forma losses and internal control weaknesses. However, they also stand to benefit from potential growth driven by international expansion.
• Employees and Key Executives received Key Executive Shares, subject to vesting and lock-up, which aligns their interests with company performance. They are also subject to a new Clawback Policy for incentive-based compensation.
• Customers may benefit from new hotel projects in Saudi Arabia and enhanced hospitality services through the Formula 1 partnership, but face risks related to project completion and meeting requirements.
• Creditors are exposed to liquidity risk due to Hotel101 Global's cash ratio being less than 1.0.

Next Steps

• Integration of Hotel101 Global and JVSPAC operations under HBNB.
• Development of up to 10 Hotel101 projects in the Kingdom of Saudi Arabia, subject to additional contract.
• Hotel101-Madrid to provide accommodation for attendees of the 2026 Formula 1 Spanish Grand Prix and beyond, following its completion.
• Addressing and remediating identified material weaknesses in internal control over financial reporting.
• Monitoring for potential issuance of Earnout Shares based on 2025 revenue targets.
• Ongoing compliance with Nasdaq listing requirements and SEC filing obligations.

Key Dates

Keywords

Hotel101 Global Holdings Corp., HBNB, JVSPAC Acquisition Corp., Nasdaq listing, business combination, hospitality, real estate development, SEC filing, 20-F, pro forma financials, corporate governance, risk factors, international expansion, Saudi Arabia, Formula 1, related party transactions, internal controls, condotel