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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Hotel101 Global Holdings Corp. (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G46127109 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G46127109 |
| 1 | Names of Reporting Persons
DoubleDragon Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PHILIPPINES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
195,510,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
83.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | G46127109 |
| 1 | Names of Reporting Persons
DDPC Worldwide Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
137,456,660.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | G46127109 |
| 1 | Names of Reporting Persons
Hotel101 Worldwide Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,107,777.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | G46127109 |
| 1 | Names of Reporting Persons
Edgar J. Sia II | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PHILIPPINES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
215,059,984.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
91.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1. Note to Rows 5, 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
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| CUSIP No. | G46127109 |
| 1 | Names of Reporting Persons
Tony Tan Caktiong | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PHILIPPINES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
198,960,004.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: 1. Note to Rows 5, 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Hotel101 Global Holdings Corp. | |
| (b) | Address of issuer's principal executive offices:
20 Cecil Street #04-03, Plus Building, Singapore 049705 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement on Schedule 13G ("Statement") is being jointly filed by (1) DoubleDragon Corporation ("DoubleDragon"), (2) DDPC Worldwide Pte. Ltd. ("DDPC"), (3) Hotel101 Worldwide Private Limited ("Hotel101 Worldwide"), (4) Edgar J. Sia II ("Mr. Sia") and (5) Tony Tan Caktiong ("Dr. Tan Caktiong") (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission ("SEC") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"). Neither the present filing nor anything contained herein shall be construed as an admission (i) that the Reporting Persons constitute a "person" for any purpose other than Section 13(d) of the Act or (ii) that the Reporting Persons constitute a "group" for any purpose, and each of the Reporting Persons expressly disclaims membership in a group.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 14, 2025, a copy of which is attached as Exhibit 99.1 to this Statement, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is as follows:
(1) DoubleDragon Corporation
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines
(2) DDPC Worldwide Pte. Ltd.
1 Marina Boulevard #28-00
One Marina Boulevard
Singapore 018989
(3) Hotel101 Worldwide Private Limited
20 Cecil Street, #04-03
Plus Building
Singapore 049705
(4) Edgar J. Sia II
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines
(5) Tony Tan Caktiong
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines | |
| (c) | Citizenship:
(1) DoubleDragon - Republic of the Philippines
(2) DDPC - Republic of Singapore
(3) Hotel101 Worldwide - Republic of Singapore
(4) Mr. Sia - Republic of the Philippines
(5) Dr. Tan Caktiong - Republic of the Philippines | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G46127109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The aggregate number and percentage of HBNB Ordinary Shares beneficially owned by each Reporting Person is set forth below. The percentage is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
(1) DoubleDragon beneficially owns an aggregate of 195,510,000 HBNB Ordinary Shares, which constitute 83.5% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (ii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide, an indirect subsidiary of DoubleDragon; and (iii) 30,945,563 HBNB Ordinary Shares of Double Dragon. DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, DoubleDragon is the parent company of DDPC and Hotel101 Worldwide and may be deemed to control DDPC and Hotel101 Worldwide. Thus, DoubleDragon may be considered to have beneficial ownership of the HBNB Ordinary Shares of DDPC and Hotel101 Worldwide.
(2) DDPC beneficially owns 137,456,660 HBNB Ordinary Shares, which constitute 58.7% of issued and outstanding HBNB Ordinary Shares.
(3) Hotel101 Worldwide beneficially owns 27,107,777 HBNB Ordinary Shares, which constitute 11.6% of issued and outstanding HBNB Ordinary Shares.
(4) Mr. Sia beneficially owns an aggregate of 215,059,984 HBNB Ordinary Shares, which constitute 91.8% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 30,945,563 HBNB Ordinary Shares of DoubleDragon; (ii) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (iii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide; and (iv) 19,549,984 HBNB Ordinary Shares, which are restricted key executive shares. DoubleDragon, DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, Mr. Sia may be considered to have beneficial ownership of the HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide.
(5) Dr. Tan Caktiong beneficially owns an aggregate of 198,960,004 HBNB Ordinary Shares, which constitute 85.0% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 30,945,563 HBNB Ordinary Shares of DoubleDragon; (ii) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (iii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide; and (iv) 3,450,004 HBNB Ordinary Shares, which are restricted key executive shares. DoubleDragon, DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, Dr. Tan Caktiong may be considered to have beneficial ownership of the HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the HBNB Ordinary Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person.
Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a "group" for the purposes of Section 13(d) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Section 13(d) of the Act. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Item 4(a) above and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) DoubleDragon: 0
(2) DDPC: 0
(3) Hotel101 Worldwide: 0
(4) Mr. Sia: 19,549,984 HBNB Ordinary Shares
(5) Dr. Tan Caktiong: 3,450,004 HBNB Ordinary Shares | ||
| (ii) Shared power to vote or to direct the vote:
Each of DoubleDragon, DDPC and Hotel101 Worldwide has voting power with respect to its 30,945,563 HBNB Ordinary Shares, 137,456,660 HBNB Ordinary Shares and 27,107,777 HBNB Ordinary Shares, respectively. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, and Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, DoubleDragon, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the combined 195,510,000 HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide; DoubleDragon, DDPC, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the 137,456,660 HBNB Ordinary Shares of DDPC; and DoubleDragon, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) DoubleDragon: 0
(2) DDPC: 0
(3) Hotel101 Worldwide: 0
(4) Mr. Sia: 0
(5) Dr. Tan Caktiong: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Each of DoubleDragon, DDPC, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong has dispositive power with respect to its 30,945,563 HBNB Ordinary Shares, 137,456,660 HBNB Ordinary Shares, 27,107,777 HBNB Ordinary Shares, 19,549,984 HBNB Ordinary Shares and 3,450,004 HBNB Ordinary Shares, respectively. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, and Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, DoubleDragon, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the combined 195,510,000 HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide; DoubleDragon, DDPC, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the 137,456,660 HBNB Ordinary Shares of DDPC; and DoubleDragon, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide.
Mr. Sia has dispositive power with respect to his 19,549,984 HBNB Ordinary Shares and Dr. Tan Caktiong has dispositive power with respect to his 3,450,004 HBNB Ordinary Shares. However, as such shares are restricted key executive shares that are subject to buyback by the Issuer in the case of resignation or termination of Mr. Sia or Dr. Tan Caktiong, as the case may be, from their respective roles with the Issuer and/or its affiliates while any such restricted key executive shares remain unvested, Mr. Sia and Dr. Tan Caktiong, respectively, share dispositive power with the Issuer with respect to such restricted key executive shares. The foregoing description of the Restricted Share Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of Restricted Share Subscription Agreement attached as Exhibit 10.1 to this Statement and is incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 10.1 Form of Restricted Share Subscription Agreement by and among Hotel101 Global Holdings Corp. and certain key executives and/or employees of Hotel101 Global Holdings Corp. and/or its affiliates with respect to an aggregate of 34,170,000 HBNB Ordinary Shares issued to such individuals.
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons as required by Rule 13d-1(k)(1). |
Exhibit 10.1
RESTRICTED SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT, dated June 30, 2025, is entered into
BETWEEN
| (1) | HOTEL101 GLOBAL HOLDINGS CORP., an exempted company with limited liability incorporated under the laws of the Cayman Islands with the registered number 407992, having its registered office at the offices of Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, George Town, Grand Cayman, KY1-1106, Cayman Islands (Company); and |
| (2) | [●], an individual with [●] passport number [●], of address [●] (Subscriber). |
BACKGROUND
The Company desires to issue in aggregate [●] shares of its common stock to the Subscriber in connection with the services which shall be provided hereafter by the Subscriber who is a key executive of the Company and/or the Company’s affiliates, including DoubleDragon Corporation (DoubleDragon).
AGREED TERMS
1. ISSUANCE AND SUBSCRIPTION OF THE SHARES
| 1.1 | Subject to the terms and conditions hereinafter set forth, the Company shall issue to the Subscriber and the Subscriber hereby subscribes for [●] shares (Shares or Key Executive Shares), issued prior to closing pursuant to the Agreement and Plan of Merger dated April 8, 2024 by and among the Company and other parties, as amended. |
| 1.2 | The consideration for the Key Executive Shares is the services the Subscriber will provide as a key executive of the Company and/or the Company’s affiliates. The Key Executive Shares will be issued at $0.0642 per share (Subscription Price). |
2. RESTRICTIONS AND CONDITIONS ON THE SHARES
The Shares shall be subject to the following restrictions and conditions:
| 2.1 | The Shares shall be registered in the name of the Subscriber upon closing of this Agreement and shall vest according to the following schedule: |
| Vesting Period (period subsequent to issuance date) | Percentage of Subscribed Key Executive Shares | |||
| Month 18 | 5.00 | % | ||
| Month 30 | 10.00 | % | ||
| Month 42 | 15.00 | % | ||
| Month 54 | 20.00 | % | ||
| Month 66 | 50.00 | % | ||
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| 2.2 | The Subscriber acknowledges that, prior to the vesting of the Shares in accordance with section 2.1 above, the respective Shares may not be sold, assigned, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Subscriber in any manner whatsoever. |
| 2.3 | Notwithstanding vesting of the Shares in accordance with section 2.1 above, the Subscriber will not sell, transfer or otherwise dispose of the Shares in violation of the U.S. Securities Act of 1933, as amended (the Securities Act), the U.S. Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder, including Rule 144 under the Securities Act. |
| 2.4 | In the event that the Subscriber resigns or terminates [his]/[her] employment as a key executive of the Company and/or the Company’s affiliates and any of the Subscriber’s Key Executive Shares remain unvested, such unvested Key Executive Shares shall be repurchased by the Company at the Subscription Price. For the avoidance of doubt, the Subscriber shall have zero net benefit even if the repurchase resulted in any gains and the Company shall be entitled to receive all benefits and gains from such repurchase (if any). |
| 2.5 | The Subscriber shall have all the rights and privileges of a shareholder of the Company (including voting and dividend rights); provided that for unvested Key Executive Shares, if the Company pays a cash dividend to its shareholders, such cash dividend will be held in escrow by the Company and paid to the Subscriber when, and if, the Key Executive Shares becomes vested. |
3. REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER
| 3.1 | The Subscriber hereby acknowledges and represents that (i) during the course of this transaction, [he]/[she] has been furnished by the Company with information regarding the Company which [he]/[she] requested or desired to know; (ii) documents which could be reasonably provided have been made available for [his]/[her] inspection and review; and (iii) [he]/[she] has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of this offering. |
| 3.2 | The Subscriber acknowledges that the Company has not provided any tax advice or information. The Subscriber acknowledges that [he]/[she] must retain [his]/[her] own professional advisors to evaluate the tax, and other, consequences of this Agreement and the transaction hereunder. |
| 3.3 | The Subscriber is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. |
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4. REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer represents and warrants to the Subscriber that:
| 4.1 | Incorporation: It is duly incorporated and in good standing under the laws of the Cayman Islands, with full power and authority to conduct its business as presently carried on, and is lawfully qualified to do business in those jurisdictions in which business is conducted by it. |
| 4.2 | Validity of Contracts: This Agreement (i) has been duly authorised, executed and delivered by the Issuer and constitutes valid and legally binding obligations of the Issuer, (ii) does not and will not breach any provision of any laws, regulations or rules applicable to the Issuer or any of its material assets, and (iii) does not and will not conflict with, result in a breach or violation of any term or provision of the Articles in effect as of the date hereof or any other constitutional document. |
| 4.3 | Validity of Key Executive Shares: The Key Executive Shares, once issued, will have been duly issued by the Issuer and will constitute valid and legally binding obligations of the Issuer. |
| 4.4 | Consents: No action or thing (other than those obtained) is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Key Executive Shares, or the compliance by the Issuer with the terms of the Key Executive Shares, other than the approval by the existing shareholders of the Articles and concomitant issue of the Key Executive Shares. |
| 4.4.1 | No Litigation: There is no action, suit, arbitration or proceeding pending (or, to its knowledge, threatened) against the Issuer or affecting its property that, if determined adversely to its interests, would materially and adversely affect the Issuer’s ability to perform its obligations under the Agreement. |
5. Conditions Precedent to Closing
The Issuer shall procure that the current shareholders of the Issuer pass a resolution to approve the issuance of the Key Executive Shares.
6. Closing
| 6.1 | Upon satisfaction of the condition above and on receipt of the payment of the Subscription Price, the Issuer shall issue the Key Executive Shares and shall authorise and instruct the registered agent of the Issuer to register or cause the Subscriber to be registered as the holder of the Key Executive Shares in the Issuer’s register of members. |
| 6.2 | The Subscriber confirms the payment as directed by the Issuer of the Subscription Price for the Key Executive Shares on the date hereof. |
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7. Communications
| 7.1 | Addresses: Any communication shall be given by letter sent by internationally recognised courier or fax, to the Issuer at its registered office; and, to the Subscriber at the address indicated in the register of members of the Issuer or by fax or electronically mail, with a copy to: |
Name: [●]
Address: [●]
Email: [●]
Attn: [●]
| 7.2 | Effectiveness: Any such communication shall take effect: |
| 7.2.1 | in the case of a letter sent by internationally recognised courier, five working days after the date the sender releases such notice to the courier for delivery; or |
| 7.2.2 | in the case of fax or email, when actually received by the Issuer in readable form. |
8. Further Assurances
Each Party to this Agreement shall act in good faith and take all necessary and reasonable actions to promptly execute and deliver such documents and provide such information, assistance and assurance as well as perform such acts as may reasonably be required for the purposes of giving full effect to this Agreement. Each Party shall also ensure to use all reasonable endeavours to procure that any necessary third party shall do the same.
9. Governing Law and Jurisdiction
| 9.1 | Governing law |
This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
| 9.2 | Jurisdiction |
The courts of the Cayman Islands are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement shall be brought in such courts.
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IN WITNESS WHEREOF the Parties have duly executed this Agreement relating to the Key Executive Shares issued by the Issuer on the date stated at the beginning of it.
SIGNATORIES
| SIGNED for and on behalf of | ) | ||
| HOTEL101 GLOBAL HOLDINGS CORP. | ) | ||
| ) | |||
| ) | By: | ||
| Name: | [●] | ||
| Position: | [Director]/[Authorised Signatory] | ||
| By: | |||
| Name: | [●] | ||
| Position: | [Director]/[Authorised Signatory] | ||
| SIGNED by [●] | ) | ||
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Exhibit 99.1
Joint Filing Agreement
Dated: August 14, 2025
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Statement on Schedule 13G referred to below) on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and that this agreement (“Agreement”) may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature pages follow]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date first above written.
| DoubleDragon Corporation | ||
| By: | /s/ Ferdinand J. Sia | |
| Name: | Ferdinand J. Sia | |
| Title: | Director | |
[Signature Page to Joint Filing Agreement]
| DDPC Worldwide Pte. Ltd. | ||
| By: | /s/ Marriana Henares Yulo | |
| Name: | Marriana Henares Yulo | |
| Title: | Director | |
[Signature Page to Joint Filing Agreement]
| Hotel101 Worldwide Private Limited | ||
| By: | /s/ Marriana Henares Yulo | |
| Name: | Marriana Henares Yulo | |
| Title: | Director | |
[Signature Page to Joint Filing Agreement]
| By: | /s/ Edgar J. Sia II | |
Edgar J. Sia II |
[Signature Page to Joint Filing Agreement]
| By: | /s/ Tony Tan Caktiong | |
Tony Tan Caktiong |
[Signature Page to Joint Filing Agreement]