Form 20-F Hotel101 Global Holdings For: Dec 31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F
(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report__________

Commission File Number: 001-42727

Hotel101 Global Holdings Corp.
(Exact name of Registrant as specified in its charter)

Cayman Islands
(Jurisdiction of incorporation or organization)

20 Cecil Street #04-03
Plus Building
Singapore 049705
(Address of principal executive offices)

Marriana Henares Yulo
Hotel101 Global Holdings Corp.
20 Cecil Street #04-03
Plus Building
Singapore 049705
+65 6513 8565
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual company report: 234,032,386 ordinary shares as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Table of Contents

CONVENTIONS AND FREQUENTLY USED TERMS

Unless otherwise indicated or unless the context otherwise requires in this annual report on Form 20-F (“Annual Report”):

“ACRA” means the Singapore Accounting and Corporate Regulatory Authority.

“Business Combination” means the Company Amalgamation together with the SPAC Merger and other transactions as contemplated by the Merger Agreement.

“CASBEE” means Comprehensive Assessment System for Built Environment Efficiency, which is a Japanese framework for evaluating the environmental performance of buildings and built environments.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CBIZ CPAs” means CBIZ CPAs P.C., an independent registered public accounting firm.

“Closing” means the consummation of the Business Combination, which occurred on June 30, 2025.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means HBNB.

“Company Amalgamation” means the amalgamation between Hotel101 Global and Merger Sub 1, with Hotel101 Global being the surviving entity and a direct wholly-owned subsidiary of HBNB.

“Continental” means Continental Stock Transfer & Trust Company, LLC, being HBNB’s transfer agent.

“DDPC” means DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon.

“development margin” means the development gross profit divided by total real estate sales. Development gross profit is calculated as real estate sales less cost of real estate sales (see “Item 4.B. The HBNB Group—Competitive Strengths—Business Strategies—Partner with other real estate developers” for detailed definition).

“DoubleDragon” means DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc.

“Dr. Tan Caktiong” means Tony Tan Caktiong.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Group” means Hotel101 Global Holdings Corp. and its subsidiaries.

“HBNB” means Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands, or, as the context requires, Hotel101 Global Holdings Corp. and its subsidiaries.

“HBNB Group” means Hotel101 Global Holdings Corp. and its subsidiaries.

“HBNB Ordinary Shares” means the ordinary shares, with par value of $0.0001 each, of HBNB.

“HOA” means Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines, or, as the context requires, Hotel of Asia, Inc. and its subsidiaries. HOA is HBNB’s associate. HBNB’s 40% interest in HOA is accounted for using the equity method and HOA is not consolidated in HBNB’s financial statements.

“Hotel101” means the Hotel101-branded operations of HBNB and HBNB’s associate, HOA. HBNB’s 40% interest in HOA is accounted for using the equity method and HOA is not consolidated in HBNB’s financial statements.

“Hotel101 App” means HBNB’s global application, which is available on iOS and Android.

“Hotel101 Global” means Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of HBNB.

“Hotel101 Worldwide” means Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore.

“IFRS” means the International Financial Reporting Standards.

“IRS” means U.S. Internal Revenue Service.

“JOBS Act” means the U.S. Jumpstart Our Business Startups Act of 2012, as amended.

“JVSPAC” means JVSPAC Acquisition Corp., a British Virgin Islands business company and a wholly-owned subsidiary of HBNB.

“LEED” means Leadership in Energy and Environmental Design.

“Merger Agreement” means the agreement and plan of merger agreement, dated as of April 8, 2024, by and among HBNB, Hotel101 Global, DoubleDragon, DDPC, Hotel101 Worldwide, HOA, Merger Sub 1, Merger Sub 2 and JVSPAC, as amended by the first amendment to the agreement and plan of merger agreement, dated as of September 3, 2024.

“Merger Sub 1” means HGHC 4 Pte. Ltd.

“Merger Sub 2” means HGHC 3 Corp.

“Mr. Sia” means Edgar J. Sia II.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Listing Rules” means the Listing Rules adopted by Nasdaq, as the same may be amended from time to time.

“PFIC” means passive foreign investment company.

“Philippines” means the Republic of the Philippines.

“RSU” means restricted share units.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” or “Securities and Exchange Commission” means the U.S. Securities and Exchange Commission.

“Second Amended HBNB Articles” means HBNB’s second amended and restated memorandum and articles of association adopted by way of a special resolution passed on April 22, 2026.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Singapore” means the Republic of Singapore.

“SPAC Merger” means the merger of Merger Sub 2 with and into JVSPAC, with JVSPAC surviving the merger as a wholly-owned subsidiary of HBNB.

“Unit Owners” means owners of pre-sold condotel units in the hospitality projects of HBNB and HBNB’s associate, HOA. Unit Owners include a wide range of real estate purchasers that may purchase one or multiple condotel units in Hotel101’s hospitality projects.

“Unit Owners’ Yield” means the total of the unit owner’s share in room revenue in a given period, typically a calendar year, divided by the original unit selling price.

“U.S.” or “United States” means the United States of America, its territories and its possessions.

“U.S. GAAP” means United States generally accepted accounting principles.

This Annual Report contains translations of certain amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Euro amounts and Japanese yen amounts, as the case may be, represent such U.S. dollar amounts or could be, or could have been, converted into U.S. dollars at the rates indicated or at all. Unless otherwise indicated, all translations from Euro to U.S. dollars have been made at a rate of €1.1736 = $1.00 and all translations from Japanese yen amounts to U.S. dollars have been made at a rate of ¥156.8000 = $1.00, being the noon buying rates on December 31, 2025 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board dated January 5, 2026.

References to “U.S. Dollars,” “USD,” “US$” and “$” in this Annual Report are to United States dollars, the legal currency of the United States. References to “JPY,” “Yen” and “¥” in this Annual Report are to Japanese yen, the legal currency of Japan. References to “SGD” and “S$” in this Annual Report are to Singaporean dollars, the legal currency of the Republic of Singapore. References to “EUR,” “Euro” and “€” in this Annual Report are to the currency of the member states participating in the European Monetary Union. References to “A$” in this Annual Report are to Australian dollars, the lawful currency of the Commonwealth of Australia. Certain amounts may not sum due to rounding. Certain monetary amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report includes certain “forward-looking statements” within the meaning of securities laws of certain jurisdictions, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Annual Report, including statements regarding the HBNB Group’s future financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, HBNB’s expectations concerning the outlook for the HBNB Group’s 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, as well as any information concerning possible or assumed future results of operations of the HBNB Group as set forth in the sections of this Annual Report. These forward-looking statements are based on the beliefs and assumptions of the management of HBNB. Although 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.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should any of HBNB’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. HBNB cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this Annual Report. HBNB does not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that HBNB will make additional updates with respect to that statement, related matters or any other forward-looking statements.

Market and industry data incorporated by reference in this Report is based on the good faith estimates of HBNB’s management, which in turn are based upon HBNB’s management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While HBNB is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in this Annual Report under the sections titled “Item 3. Key Information—D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects—HBNB’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CAUTIONARY STATEMENT REGARDING THE USE OF NON-IFRS MEASURES

This Annual Report contains references to real estate development margin, EBITDA and EBITDA margin which are not generally accepted accounting measures under IFRS and therefore may differ from definitions of real estate development margin, EBITDA and EBITDA margin used by other entities. HBNB believes that real estate development margin, EBITDA and EBITDA margin are useful supplemental measures that may assist investors in understanding and evaluating our operating performance in the same manner as it helps our management. None of real estate development margin, EBITDA and EBITDA margin should be considered as the sole measure of HBNB’s performance and should not be considered in isolation from, or as a substitute for, analysis of HBNB’s financial statements prepared in accordance with IFRS.

A reconciliation of each of real estate development margin, EBITDA and EBITDA margin to their most directly comparable IFRS financial measures is presented in Item 5.A “Operating and Financial Review and Prospects.”

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Summary of Risk Factors

The following summarizes certain principal factors that make an investment in HBNB speculative or risky, which are more fully described under “Item 3. Key Information—D. Risk Factors.” This summary should not be relied upon as an exhaustive summary of the material risks facing the HBNB Group’s business. Additional risks not presently known to HBNB or that HBNB currently deems immaterial may also impair the HBNB Group’s business, financial condition and results of operations.

Risks Related to the Business and Operations of the HBNB Group

Risks Related to the HBNB Ordinary Shares

Risks Related to the Business and Operations of the HBNB Group

The HBNB Group may not be able to successfully manage, execute and implement its growth or expansion strategies.

On June 30, 2022, DDPC and Hotel101 Worldwide entered into a real estate sales contract with a seller for the acquisition of a parcel of land of approximately 9,000 sq.m. in Hokkaido Prefecture, Japan. The real estate sales contract was subsequently assigned by DDPC and Hotel101 Worldwide to TMK Hotel101 Niseko on September 2, 2022. The purchase price under the real estate sales contract was paid on September 30, 2022. The HBNB Group expects to develop the first international Hotel101-branded development, named Hotel101-Niseko, on such acquired land. On October 31, 2023, Hotel101 Global, through Hotel101 Madrid, S.L.U., fully paid for the acquisition of the 6,593 sq.m. parcel of land in Madrid, Spain and received all the pertinent executed land purchase documents in relation thereto. The HBNB Group developed the first Hotel101-branded development in Europe, named Hotel101-Madrid, on such acquired land. Hotel101-Madrid commenced operations and officially opened in March 2026. On September 27, 2023, Hotel101 Global, through Hotel101 Los Angeles LLC, entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (as amended, the “Los Angeles Property Acquisition Agreement”) for the acquisition of a 3,647 sq.m. lot of land in the Westlake North District of Los Angeles, California, U.S. (the “Los Angeles Property”), which was amended on November 13, 2023, November 21, 2023 and November 12, 2024. On December 4, 2024, Hotel101 Los Angeles LLC fully paid for and acquired the Los Angeles Property pursuant to the Los Angeles Property Acquisition Agreement. The HBNB Group expects to develop the third international Hotel101-branded development, named Hotel101-Los Angeles, on such acquired land. In November 2025, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Milan, expected to have 429 rooms, in San Donato Milanese, Milan, Italy. On January 20, 2026, HBNB announced the signing of definitive binding agreements for the development of Hotel101-Melbourne, expected to have 766 rooms, in Melbourne, Victoria, Australia. For further details, see “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Hotels—Hotels Under Construction,” “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Hotels—Hotels Under Planning and Development” and “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Hotels—Sites with Definitive Agreements.” The location, expected number of rooms and expected commencement of operations of all of the HBNB Group’s hotels under construction and in the planning and development stage and all sites with definitive agreements are based on the estimation of HBNB as of December 31, 2025 and are subject to change.

In addition, completion of any binding agreements signed in relation to the HBNB Group’s sites with definitive agreements is subject to the satisfaction of the conditions precedent set out in the relevant definitive agreements. There can be no assurance that these conditions will be satisfied in a timely manner, or at all. The development of any such sites is also subject to obtaining customary regulatory approvals from the relevant national, regional, municipal, federal, state and local authorities, among others. Such approvals may be delayed, conditioned, or denied, and any failure to obtain, or delays in obtaining, required approvals could materially and adversely affect the timing, costs or feasibility of these projects, and could have a material adverse effect on the HBNB Group’s business, financial condition, results of operations and prospects.

While HBNB believes that the HBNB Group has the ability and resources to create a market-leading business model by leveraging DoubleDragon’s end-to-end capabilities as a real estate developer and owner, encompassing site identification, master planning, development, marketing, leasing, business events and client relationship management, there can be no assurance that, in the course of implementing the growth strategy for the Hotel101 business, the HBNB Group will not experience capital constraints, delays in obtaining relevant licenses and permits, construction delays, operational difficulties at new operational locations or difficulties in operating existing businesses and training personnel to manage and operate the expanded business.

The HBNB Group also has a limited track record of developing real estate and hotels globally, and may face unexpected costs, unique challenges and difficulties in jurisdictions such as Japan, the U.S., Italy and Australia, as well as the jurisdictions of additional Hotel101 sites. There can be no assurance that the HBNB Group’s global ventures will be successful. Although the HBNB Group aims to develop its global hospitality projects where Filipinos have historically visited to leverage its brand equity, there may be fewer than expected local and international tourist arrivals in these jurisdictions. Furthermore, the successful implementation of the HBNB Group’s growth and expansion strategies may increase the operating complexity of the HBNB Group’s business, the responsibilities of the HBNB Group’s management and the demands placed on the HBNB Group’s employees and systems. The ability of the HBNB Group to achieve future growth will depend on its ability to continue to identify and acquire land sites and to complete its projects successfully and on schedule. The ability of the HBNB Group to identify and acquire suitable land sites is dependent on a variety of factors which the HBNB Group cannot control, including the land policies of the governments in the jurisdictions where it operates, the overall economic conditions, the availability of capital and competition for such land. There can be no assurance that the HBNB Group’s market assessments will turn out to be accurate, that the projects that the HBNB Group develops will meet its projections in terms of profitability or rental yield or that the successful operation of the HBNB Group’s business will continue.

The HBNB Group may also experience delays resulting from independent contractors who are not able to complete projects on time due to various factors, including a lack of available manpower. See “Item 3. Key Information—D. Risk Factors—Risks Related to the Business and Operations of the HBNB Group—Independent contractors, partners or other third parties may not always be available, and once hired by the HBNB Group, may not be able to meet the HBNB Group’s quality standards or to complete projects on time and within budget.” Any inability or failure to adapt effectively to growth or to become a predominantly recurring income company, including constraints on management and logistics, could result in losses or development costs that are not recovered as quickly as anticipated, if at all. Further, there is no assurance that the HBNB Group will be able to generate enough cash flows to service, or otherwise not default on, any of its existing loan payables or any of its future debt obligations. Any such default may trigger cross defaults and/or subject the HBNB Group to litigation and other proceedings filed by its lenders. These could have a material adverse effect on the reputation and on the business, financial condition, and results of operations of the HBNB Group.

The expansion of the business of the HBNB Group will also require the HBNB Group to manage additional relationships with third parties such as potential purchasers, suppliers and contractors, including local contractors at each of the HBNB Group’s international hospitality projects. For example, the HBNB Group may have insufficient experience in dealing with topics associated with its global hospitality projects, such as applicable laws relating to the environment as well as different construction, operational and marketing requirements in each jurisdiction where it develops additional Hotel101 projects. There can be no assurance that the HBNB Group will be able to successfully implement its growth and expansion plans with respect to its Hotel101 brand globally. There can also be no assurance that there will be a market for the hospitality projects of the HBNB Group in the geographies into which the HBNB Group has expansion plans or intends to expand. As a result, the decision of the HBNB Group to pursue such expansion plans could have a material adverse effect on the Hotel101 brand and reputation and business of the HBNB Group. See “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Business Strategies” for more information.

Disagreements or disputes with the HBNB Group’s joint venture partners, including Unit Owners, or the failure of such joint venture partners to perform their obligations could adversely affect the HBNB Group.

Several subsidiaries of HBNB have entered into joint venture agreements with unaffiliated third parties and several of the HBNB Group’s hotels are under or are expected to enter into joint venture arrangements with landowners, Unit Owners or other entities. Joint venture arrangements involve inherent risks, including the risk that disagreements or disputes may arise between the HBNB Group and its current or future joint venture partners, which may result in delays in the development or operation of a project and, in certain cases, the termination of the joint venture arrangement.

In addition, the HBNB Group or its joint venture partners may seek to amend the terms of the relevant joint venture agreements over time in order, among other things, to adjust the respective roles of the HBNB Group and its joint venture partners as circumstances change. The interests of the HBNB Group and its joint venture partners, including Unit Owners, may not always be aligned including, for example, where a joint venture partner is significantly larger than the HBNB Group or where such partner or its affiliates operate or invest in competing businesses or properties. These circumstances may give rise to conflicts or disagreements on matters that the HBNB Group may not be able to resolve on favorable terms, or at all, which could adversely affect the relevant joint venture arrangement or project.

A joint venture partner, including a Unit Owner, may also fail to perform its obligations under the applicable joint venture or related agreements. Disagreements or disputes between any member of the HBNB Group and its joint venture partners may arise after significant capital investments have already been made in a project, which could result in the loss of some or all of the HBNB Group’s investment in such project. The HBNB Group’s reliance on its joint venture arrangements could therefore have a material adverse effect on its business, financial condition and results of operations.

The HBNB Group is exposed to risks associated with offering deferred payment schemes, including the risk of customer default.

The HBNB Group provides deferred payment schemes to purchasers of units in its Hotel101 projects, typically during the construction period. As a result, and particularly during periods of rising unemployment or declining overseas remittances to the Philippines, the HBNB Group faces greater customer default risk, which would require the HBNB Group to incur expenses relating to sales cancellations and delinquent accounts, disrupt cash inflows, hold additional inventory on its balance sheet and reduce its finance income. As of December 31, 2025, the HBNB Group had two ongoing projects under construction, namely Hotel101-Niseko and Hotel101-Madrid, for presale.

Deferred payment schemes are typically offered during the construction period and buyers are given a grace period and appropriate notices to update their payments in accordance with the law. The inability of the HBNB Group to collect the lump sum balance of the sales contract upon turnover, or any payment when it falls due, could have a material adverse effect on the business, financial condition, and results of operations of the HBNB Group.

Since its inception, the HBNB Group has relied on cash advances from its affiliate (DDPC), its ultimate holding company (DoubleDragon) and its other related parties to finance its expansion. HBNB aims to fund all other projects under planning and development stage with cash generated from the sale proceeds of its current projects under construction or future fundraising activities, including through the HBNB Group’s access to the public capital markets. However, to the extent a shortfall arises due to defaults on these deferred payment schemes and external funding is unavailable, the HBNB Group expects to continue to receive cash advances and borrow funds from related parties in the future, subject to the willingness and ability of such related parties to lend such funds and/or provide such cash advances. Any unwillingness or inability of the HBNB Group’s related parties to lend such funds and/or provide such cash advances may result in construction delays for its Hotel101 projects, which may in turn have a material adverse effect on the business, financial condition, and results of operations of the HBNB Group.

Competition for the acquisition of land for new projects and risks relating to land bank management, including fluctuations in demand and prices, may adversely affect the HBNB Group’s business.

The HBNB Group’s future growth and development is dependent on its ability to acquire additional tracts of land suitable for its future hospitality projects. The HBNB Group will need to identify land globally to develop its global hospitality projects.

When the HBNB Group attempts to locate sites for development, it may experience difficulty locating parcels of land of suitable size in locations and at prices acceptable to the HBNB Group, particularly parcels of land located in urban areas globally. Furthermore, land acquired by the HBNB Group may have pre-existing tenants or obligations that prevent immediate commencement of new developments. In the event the HBNB Group is unable to acquire suitable land at prices and in locations that are attractive to the HBNB Group, or at all, its growth prospects could be limited, and its business and results of operations could be adversely affected.

The hospitality industry is highly competitive, and any inability to effectively compete could limit the HBNB Group’s ability to maintain or increase its market share and profitability.

The HBNB Group has several hospitality projects under various stages of construction and planning and development globally. The HBNB Group has also signed definitive binding agreements for certain of its projects. The HBNB Group expects to be subject to significant competition in the hotel development markets of additional Hotel101 sites. Ongoing completion of new hotels and renovations of older competing hotels are increasing the number of hotel rooms available in the markets in which the HBNB Group operates. In addition, competition from non-traditional hospitality providers, such as Airbnb, presents an additional form of competition for hotel operators in the markets in which the HBNB Group operates and markets of additional Hotel101 sites. This increased competition could lead to a decrease in room rates and overall revenue, adversely affecting the HBNB Group’s business, financial condition and results of operations.

The hospitality industry is characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new offering announcements, introductions and enhancements and changing consumer demands and preferences. The HBNB Group’s future success will depend on its ability to adapt to evolving industry standards and guest preferences and to continually innovate and improve the performance, features and reliability of the Hotel101 platform and services in response to competitive offerings and guests’ evolving demands. As a result, the HBNB Group may be required to spend significant resources maintaining, developing and enhancing its technologies and the Hotel101 platform; however, such efforts may be more costly than expected and may not be successful. For example, inadequate investments in new technologies by the HBNB Group could materially adversely affect its business, results of operations and financial condition. Furthermore, technological innovation often results in unintended consequences such as bugs, vulnerabilities and other system failures. Any such bug, vulnerability or failure, especially in connection with a significant technical implementation or change, could result in lost business, harm to the Hotel101 brand or the HBNB Group’s reputation, consumer complaints and other adverse consequences, any of which could materially adversely affect the HBNB Group’s business, results of operations and financial condition.

Many of the HBNB Group’s current and potential competitors enjoy substantial competitive advantages over the HBNB Group, such as greater name and brand recognition, longer operating histories, larger marketing budgets, loyalty programs and substantially greater financial and technical resources. In addition, the HBNB Group’s current or potential competitors may have access to larger user bases and inventory for accommodations and may provide multiple travel products, including flights. As a result, the HBNB Group’s competitors may be able to provide consumers with more comprehensive product offerings and respond more quickly and effectively than the HBNB Group to new or changing opportunities, technologies, standards or guest requirements or preferences. The global travel industry has experienced significant consolidation, and HBNB expects this trend may continue as companies attempt to strengthen or hold their market positions in a highly competitive industry. Consolidation amongst the HBNB Group’s competitors will result in increased scale, enhanced capacity, abilities and resources and lower cost structures. In addition, emerging start-ups may innovate and develop new products or services faster than the HBNB Group and may foresee consumer need for new offerings or technologies before the HBNB Group.

Some of the HBNB Group’s competitors or potential competitors have more established or varied relationships with consumers than the HBNB Group and they may use these advantages in ways that could affect the HBNB Group’s competitive position, including by entering the travel and accommodations businesses. For example, certain competitors or potential competitors are creating “super-apps” where consumers are able to access multiple online services without leaving one company’s app. This trend is particularly felt in markets where e-commerce transactions are conducted primarily through apps on mobile devices. If any of these platforms are successful in offering services similar to the HBNB Group’s services to consumers, the HBNB Group’s customer acquisition efforts could be less effective and the HBNB Group’s customer acquisition costs, including its brand and performance marketing expenses, could increase, which could materially adversely affect the HBNB Group’s business, results of operations, and financial condition. The HBNB Group also faces increasing competition from search engines, including Google. The manner in which Google presents travel search results (including practices concerning search rankings), its promotion of its own travel meta-search services, such as Google Travel and Google Vacation Rental Ads, and similar actions from other search engines could decrease the HBNB Group’s search traffic, increase traffic acquisition costs and/or disintermediate the Hotel101 platform. These platforms may also offer their own comprehensive travel planning and booking tools or refer leads directly to suppliers, other favored partners or themselves, which could also disintermediate the Hotel101 platform. In addition, if Google or Apple uses their own mobile operating systems or app distribution channels to favor their own or other preferred travel service offerings or impose policies that effectively disallow the HBNB Group to continue its full product offerings in those channels, the HBNB Group’s ability to engage with guests who access the Hotel101 platform via mobile apps or search may be materially and adversely affected.

Any decline or disruption in the travel and hospitality industries or any economic downturn could materially and adversely affect the HBNB Group’s business, results of operations and financial condition.

The financial performance of the HBNB Group is dependent on the strength of the travel and hospitality industries. Events beyond the HBNB Group’s control, including unusual or extreme weather or natural disasters, such as earthquakes, hurricanes, fires, tsunamis, floods, severe weather, droughts and volcanic eruptions, and travel-related health concerns, including pandemics and epidemics such as COVID-19, Ebola, Zika and Middle East Respiratory Syndrome, restrictions related to travel, trade or immigration policies, geopolitical tensions and pressures, wars, including the ongoing Russia-Ukraine conflict, the conflict in the Israel-Gaza region and the conflict between the United States and Iran, as well as hostilities in and around Iran and retaliatory missile strikes impacting multiple nations in the Middle East, terrorist attacks, sources of political uncertainty, protests, foreign policy changes, regional hostilities, imposition of taxes or surcharges by regulatory authorities, changes in regulations, policies or conditions related to sustainability, including climate change, work stoppages, labor unrest or travel-related accidents, can disrupt travel globally or otherwise result in declines in travel demand, including as a result of higher airfare due to increasing fuel prices. As these events and concerns, as well as the full impact of their effects, are largely unpredictable, they may dramatically and suddenly affect travel behavior by consumers and therefore demand for the Hotel101 platform and the services of the HBNB Group, which would materially and adversely affect the HBNB Group’s business, results of operations and financial condition. Events such as sudden outbreaks, escalations or expansions or prolonged periods of wars or regional instability may give rise to safety concerns, closure of airspace and flight disruptions and lead to a large number of localized cancellations, which in turn would negatively impact the HBNB Group’s business and its relationships with Unit Owners and guests. In addition, increasing awareness around the impact of air travel on climate change and the impact of over-tourism may adversely impact the travel and hospitality industries and demand for the Hotel101 platform and the services of the HBNB Group.

The HBNB Group’s financial performance is also subject to global political and economic conditions and their impact on levels of discretionary consumer spending. Factors that have an impact on discretionary consumer spending include general political and economic conditions, worldwide or regional recession, unemployment, consumer debt, reductions in net worth, fluctuations in exchange rates, residential real estate and mortgage markets, taxation, volatility in energy and commodity prices, including a result of conflicts in the Middle East that disrupt or threaten the use of key transit routes such as the Strait of Hormuz, inflation, interest rates, consumer confidence, tariffs and other macroeconomic factors. Consumer preferences tend to shift to lower-cost alternatives during recessions and other periods during which disposable income is adversely affected, which may lead to a decline in the bookings and prices for stays on the Hotel101 platform and an increase in cancellations. Travel demand, including leisure travel, is influenced by discretionary consumer spending levels. Historical downturns in worldwide and regional economic conditions have led to a general decrease in leisure travel and travel spending and similar downturns in the future may materially and adversely impact demand for the Hotel101 platform and services. Such a shift in consumer behavior would materially and adversely affect the HBNB Group’s business, results of operations and financial condition.

HBNB’s cash ratio is less than 1.0, which exposes HBNB to liquidity risk.

HBNB recorded current liabilities of $126,800,431 as of December 31, 2025. The current liabilities were primarily attributable to amounts due to holding companies and related parties, which amounted to $109,345,726 as of December 31, 2025. HBNB recorded cash and cash equivalents of $14,670,545 as of December 31, 2025. As of December 31, 2025, HBNB’s cash ratio (i.e., cash and cash equivalents divided by current liabilities) was 0.12x and the ratio of HBNB’s cash and cash equivalents to amounts due to holding companies and related parties amounted to 0.13x. The depressed level of HBNB’s cash ratio and its ratio of cash and cash equivalents to amounts due to the holding companies and related parties exposes HBNB to liquidity risk. Payment of HBNB’s accounts payable and other liabilities as when they become due and implementation of HBNB’s capital expenditure plans primarily depend on HBNB’s ability to maintain adequate cash generated from operating activities and adequate external financing. In addition, if the HBNB Group encounters any future liquidity issues, the HBNB Group may curtail or defer its business expansion plans based on the availability of sufficient funds. In addition, the rising interest rate environment globally and global economic uncertainty may make it more challenging for all companies globally, including the HBNB Group, to refinance existing debt obligations in the future, or obtain additional financing, whether at acceptable interest rates or at all, to address any potential and future funding requirements.

The HBNB Group expects to derive substantially all of its revenue from a single product.

The HBNB Group sells individual condotel units in its hospitality projects, its uniform signature Hotel101 “happy room” hotel units, prior to construction completion and opening of the relevant hospitality project. The Unit Owners receive individual condominium titles and are able to receive income share from the relevant hotel’s revenues. The HBNB Group manages the relevant hotel upon commencement of operations and shares a portion of the gross revenue with the Unit Owners in accordance with the respective management agreements. This business model allows the HBNB Group to generate revenue and income twice from each project, first from the pre-selling of the signature Hotel101 “happy room” hotel units and second from the long-term recurring revenue from hotel operations after the project’s completion. As such, the continued growth in market demand for and market acceptance of the Hotel101 “happy room” hotel unit is critical to the HBNB Group’s growth and success. Demand for the Hotel101 “happy room” hotel unit is affected by a number of factors, many of which are beyond the HBNB Group’s control, such as evolving guest expectations, preferences and loyalty, new offerings and initiatives from the HBNB Group’s competitors, price changes by the HBNB Group, price and product changes by the HBNB Group’s competitors, technological changes and developments within the markets in which the HBNB Group has operations or intends to have operations, growth, contraction and rapid evolution of the markets in which the HBNB Group has operations or intends to have operations, changes in residency by investment schemes and policies within the markets in which the HBNB Group has operations or intends to have operations, Unit Owner returns and rooms growth and general economic conditions and trends. Changes in preferences of hotel guests may have a disproportionately greater impact on the HBNB Group than competitors who offer multiple products. If demand for the Hotel101 “happy room” hotel unit declines for any reason, the HBNB Group’s business, results of operations and financial condition could be materially adversely affected.

There is no assurance that the HBNB Group’s cash flows from pre-sales and other funding sources will be sufficient to cover all project development costs and the HBNB Group’s ability to obtain additional financing may be adversely affected by deposit requirements, credit supply control and disruptions of capital markets. The inability of the HBNB Group’s customers and contractors to obtain financing for their purchases may also adversely affect the HBNB Group.

The HBNB Group’s business is capital intensive. Although land costs vary by project size, location and infrastructure status, HBNB expects the HBNB Group to have significant funding needs to complete its planned and future projects and to grow its business. The majority of the HBNB Group’s initial cash requirements for hotel development arise out of land acquisition and construction fees. The HBNB Group’s cash flow used to fund its hotel development projects and carry out its day-to-day activities is derived from several sources, including a combination of cash flows from pre-sales in accordance with applicable laws and regulations, cash advances from DoubleDragon Corporation, dividends from its subsidiaries and bank borrowings. Any prolonged decline in the performance of HBNB’s subsidiaries, including Hotel101 Global, may negatively impact their ability to pay dividends to HBNB and any prolonged decline in the performance of HOA, which is 40%-owned by HBNB through its wholly-owned subsidiary, Hotel101 Global, and is accounted for using the equity method, may negatively impact Hotel101 Global’s ability to pay dividends to HBNB. The performance of HBNB’s subsidiaries may be affected by a variety of factors, including adverse weather and natural conditions. In addition, instruments governing debt incurred by any of HBNB’s subsidiaries presently or in the future may restrict such subsidiary’s ability to pay dividends or make other distributions to HBNB. These factors may negatively impact the HBNB Group’s liquidity position, ability to fund business operations and financial results. There is no assurance that the HBNB Group will be able to adequately cover its project costs in the future.

The HBNB Group may need to obtain additional capital and secure external financing in the future. Future changes in laws, regulations or government policies that may restrict or limit the HBNB Group’s ability to sell its projects on a pre-sale basis and finance its projects through cash flows from those pre-sales may require the HBNB Group to finance substantial portions of its projects through other sources, such as bank loans. The HBNB Group’s ability to obtain adequate financing for land acquisition and property development on terms which will allow it to achieve an acceptable return is dependent on a number of factors that are beyond its control, such as general economic conditions, credit availability from financial institutions, market disruption risks, monetary policies in the regions in which it has operations or intends to have operations and regulations relating to the real estate and hospitality sectors in the jurisdictions in which it has operations or intends to have operations. Changes in interest rates may affect the HBNB Group’s financing costs. There can be no assurance that financing will be made available on a timely basis or commercially reasonable terms acceptable to the HBNB Group, or at all, or that any additional financing will not be dilutive to HBNB’s shareholders. Disruptions, volatility or uncertainty of the credit markets or capital markets could limit the HBNB Group’s ability to borrow funds or raise financing. The HBNB Group will incur interest expense on any indebtedness that it incurs, and any indebtedness that it incurs may reduce its financial flexibility.

The inability of third parties, such as potential purchasers of condotels in the HBNB Group’s hospitality projects, contractors or subcontractors, to obtain financing may also adversely affect the HBNB Group. Many potential purchasers of condotels in the HBNB Group’s hospitality projects rely on mortgage financing and other bank loans to finance their initial and instalment payments. Construction contractors and subcontractors may also rely on loans or letters of credit to partially finance their operations. The HBNB Group’s business may be adversely affected by a decrease in consumer or commercial lending in the regions in which it has operations or intends to have operations, including due to factors beyond its control. For example, an increase in lending interest rates may adversely impact consumer demand for the HBNB Group’s projects and changes in laws, regulations or bank lending policies that restrict access to mortgages may result in fewer customers being able to meet the HBNB Group’s instalment payment requirements or pre-pay larger portions of the purchase price for its projects. In addition, governments and commercial banks may increase down-payment requirements, impose other conditions or otherwise change the regulatory framework in a manner that would make mortgage financing unavailable or unattractive or less available or less attractive to potential property purchasers. These types of events may adversely affect the HBNB Group’s cash flows, business, financial condition and results of operations.

The HBNB Group faces risks relating to project cost and completion, including its ability to generate sufficient cash flow to support its operations. Furthermore, the real estate industry in the jurisdictions where the HBNB Group has operations, has expansion plans or intends to expand into is capital intensive, and the HBNB Group may be unable to readily raise necessary amounts of funding to acquire new land or complete existing projects.

Construction of property projects may take a year or longer before generating positive net cash flow through sale or management fees. As a result, the HBNB Group’s cash flows and results of operations may be significantly affected by its project development schedules and any changes to those schedules. Any delay in the HBNB Group’s project development schedules, or any inability of any of its projects to generate its expected level of cash flows, may adversely affect its business, financial condition and results of operations.

Several of the HBNB Group’s projects are currently under construction and the HBNB Group has relied on cash advances from DoubleDragon, its ultimate parent company, to finance its expansion for the past three fiscal years. See also “Item 3. Key Information—D. Risk Factors—Risks Related to the Business and Operations of the HBNB Group–– Each member of the HBNB Group has multiple related-party transactions with affiliated companies.” For the year ended December 31, 2025, the HBNB Group’s net cash used in operating activities amounted to $42,242,451 while its net cash provided by financing activities amounted to $42,688,983. Any delay in the HBNB Group’s project development schedules or any inability of the HBNB Group’s projects to generate the expected level of cash flows may adversely affect the HBNB Group’s business, financial condition and results of operations.

Other factors that may adversely affect the time and the costs involved in completing the development and construction of the HBNB Group’s respective projects include:

Any of these factors could result in project delays and cost overruns, which may harm the HBNB Group’s reputation as a hotel developer or lead to cost overruns or loss of or delay in recognizing revenues and lower margins. Sales and resulting profits from a particular development may not be recognized in the originally expected year, which in turn would adversely affect the HBNB Group’s results of operations for that year. Any failure by the HBNB Group to complete construction of a project to its planned specifications or schedule may result in contractual liabilities to purchasers and lower returns. If a pre-sold project is not completed on time, the HBNB Group’s standard contract terms provide for (i) in the event of a force majeure event, an automatic extension of the relevant completion deadline by an additional 12 months; or (ii) purchaser of the pre-sold units having the right to terminate the pre-sale agreements and seek refund of all prior payments without interest. There can be no assurance that the HBNB Group will not experience any significant delays in completion or delivery of its projects in the future or that it will not be subject to any liabilities for any such delays, which may materially adversely affect its business, financial condition and results of operations.

The HBNB Group’s operations require the HBNB Group to interact with regulatory bodies regarding matters such as land clearance, project approvals and other construction matters. The HBNB Group may need to allocate additional resources and management time to its interactions with regulatory bodies. If a disagreement with a regulatory body arises in the future, the development of the relevant HBNB Group project(s) may be delayed during resolution of the issue. Any project delays may materially adversely affect the HBNB Group’s business, financial condition and results of operations.

Furthermore, the hotel development industry in the jurisdictions in which the HBNB Group has expanded into or intends to expand into is capital intensive, and market players are required to incur significant expenditures to acquire land for development, complete existing projects and commence construction on new developments. For the year ended December 31, 2025, the HBNB Group incurred capital expenditures of $66,913,560.

Historically, the HBNB Group has funded a significant portion of its capital expenditure requirements as well as steady growth from intercompany loans or advances from DoubleDragon. There can be no assurance that, in order to complete its planned projects or satisfy its other liquidity and capital resources requirements, the HBNB Group will be able to obtain sufficient funds from related party transactions or external sources of financing at acceptable rates to fund its capital expenditure requirements or at all. Failure to obtain the requisite funds may delay or prevent the acquisition of land, completion of existing projects or commencement of new projects and materially and adversely affect the HBNB Group’s business, financial condition and results of operations.

Each member of the HBNB Group has multiple related-party transactions with affiliated companies.

The companies controlled by DoubleDragon have multiple commercial transactions with the HBNB Group, which primarily consist of advances and reimbursements of expenses. See the section titled “Item 7. Major Shareholders and Related Party Transactions” and the notes to HBNB’s audited consolidated financial statements for further details. HBNB expects that the HBNB Group will continue to enter into transactions with companies directly or indirectly controlled by or associated with DoubleDragon. These transactions may involve potential conflicts of interest, which could be detrimental to HBNB and/or its stakeholders. Conflicts of interest may also arise between the HBNB Group, on the one hand, and DoubleDragon, on the other hand, in a number of other areas relating to their respective businesses, including:

There can be no assurance that the related-party transactions of the HBNB Group will not have a material adverse effect on the business or results of operations of the HBNB Group.

In addition, the HBNB Group has received cash advances and borrowed funds from related parties on favorable terms and HBNB expects the HBNB Group to continue to do so in the future, subject to the willingness and ability of its related parties to lend such funds and/or provide such cash advances. If the HBNB Group instead obtains a greater portion of its financing from unrelated third parties in the future, its costs of borrowing may increase. There can be no assurance that the HBNB Group’s arrangements with its related parties will continue on their historical or current terms, particularly if the interests of the HBNB Group diverge from those of its related parties in the future. If any such arrangements were to be terminated or modified in an unfavorable manner, there is no assurance that the HBNB Group would be able to find replacement liquidity in a timely manner or at all or that it would be able to enter into contracts on as favorable terms as those previously entered into with its related parties, which could materially and adversely affect its business, financial condition and results of operations.

Certain of HBNB’s executive officers or directors also hold roles at HBNB’s affiliates, namely DoubleDragon and MerryMart Consumer Corp., and there is no requirement for such individuals to dedicate all of their time and effort to HBNB, which could materially and adversely affect the HBNB Group’s business, financial condition and results of operations.

Titles over land owned by the subsidiaries of HBNB may be contested by third parties.

HBNB, through its subsidiaries, owns land in Hokkaido Prefecture, Japan, in Madrid, Spain and in California, U.S. in connection with its hospitality projects. The title over such land may be contested by third parties.

While the HBNB Group conducts due diligence on land it intends to acquire and land owned by its joint venture partners, to the extent that it underestimates or fails to identify relevant risks and liabilities, including title or other defects, irregularities or imperfections, non-compliance with applicable laws, regulations, restrictions on use and other similar encumbrances or any other issues affecting the land, it may be subject to legal claims and disputes, need to take remedial and rectification action and/or potentially lose its rights to the affected land, any of which could cause significant disruption to its hospitality operations on such land. In addition, the value of any such land may also be adversely impacted. Any of the foregoing circumstances could have a material adverse effect on the HBNB Group’s business, financial condition and results of operations, as well as on its business reputation and the reputation of Hotel101 brand.

Disruptions in the financial markets could adversely affect the HBNB Group’s ability to raise additional financing, including equity financing.

Any disruptions in the global financial markets and resulting liquidity contractions in the global and regional credit markets may make it difficult and costly for companies to raise additional financing, including equity financing. In the event of such conditions, it may be difficult for the HBNB Group to obtain additional financing on acceptable terms or at all, which may prevent the HBNB Group from completing its existing projects and future development projects and have an adverse effect on the HBNB Group’s results of operations and business plans. If, due to general economic conditions, the HBNB Group is unable to obtain sufficient funding to complete its projects in a manner acceptable to the HBNB Group, or if management decides to abandon certain projects, all or a portion of the HBNB Group’s investments to date on its existing projects could be lost, which could have a material adverse effect on the HBNB Group’s business, financial condition and results of operations.

The HBNB Group has one operational hotel and the rest of the HBNB Group’s projects are under construction or planning and development. The HBNB Group has also signed definitive binding agreements for certain of its projects. The HBNB Group has relied on cash advances and intercompany loans from DoubleDragon to finance its operations for the past three fiscal years. Any inability of the HBNB Group to procure short-term or long-term financing, whether from related parties or external sources, to fund its operations or the development of its projects, or any delay in its project schedules or any failure of its projects to generate expected cash flows may adversely affect the HBNB Group’s financial condition and results of operations, including its ability to repay or refinance its existing indebtedness. See “Item 3. Key Information—D. Risk Factors—Risks Related to the Business and Operations of the HBNB Group—The HBNB Group faces risks relating to project cost and completion, including its ability to generate sufficient cash flow to support its operations. Furthermore, the real estate industry in the jurisdictions where the HBNB Group has expansion plans or intends to expand into is capital intensive, and the HBNB Group may be unable to readily raise necessary amounts of funding to acquire new land or complete existing projects.”

The incurrence of additional debt to finance the HBNB Group’s planned development projects could also impair the HBNB Group’s business, financial condition and results of operations. The HBNB Group may need to incur additional debt to finance its expansion projects and future development projects. This indebtedness could have important consequences for the HBNB Group. For example, it could:

Any of the above could have a material adverse effect on the HBNB Group’s business, financial condition and results of operations.

Environmental laws applicable to the HBNB Group’s projects and hotels and enforcement by regulators of environmental regulations and policies could have a material adverse effect on its business, financial condition and results of operations.

The HBNB Group is subject to various environmental laws and regulations relating to the protection of the environment, health and human safety in jurisdictions globally in which it has operations and hospitality projects under development, such as Spain, Japan and the U.S., as well as the jurisdictions of its sites with definitive agreements and additional Hotel101 sites. These include laws and regulations governing air emissions, water and wastewater discharges, odor emissions, and the management and disposal of, and exposure to, hazardous materials. For example, generally, operators of hotels in Spain are required to obtain applicable environmental permits and authorizations and comply with waste management, wastewater discharge and energy efficiency requirements under applicable national and regional law. There can be no assurance that current or future environmental laws and regulations applicable to the HBNB Group will not increase the costs of conducting its business above currently projected levels or require future capital expenditures. In addition, if a violation of an applicable environmental permit or authorization occurs in relation to the HBNB Group’s hotel in Spain, any of its future hotels that become operational or any of its projects under development or if environmental hazards on land where the HBNB Group’s hotel or projects are located cause damage or injury to buyers or any third party, the HBNB Group may be required to pay a fine, to incur costs in order to cure the violation and/or to compensate its buyers and any affected third parties.

The HBNB Group cannot predict what environmental legislation or regulations will be amended or enacted in the future, how existing or future laws or regulations will be enforced, administered or interpreted, or the amount of future expenditures that may be required to comply with these environmental laws or regulations or to respond to environmental claims.

The introduction or inconsistent application of, or changes in, laws and regulations applicable to the HBNB Group’s business could have a material adverse effect on its business, financial condition and results of operations.

The HBNB Group’s reputation and the Hotel101 brand will be adversely affected if projects are not completed on time or if projects or hotels do not meet customers’ requirements and may be adversely affected by other factors over which the HBNB Group has no control.

If any of the HBNB Group’s projects experience construction or infrastructure failures, design flaws, significant project delays, or quality control issues, this could have a negative effect on its reputation and the Hotel101 brand and make it more difficult to attract potential purchasers of condotels in its hospitality projects and new potential guests to its new and existing projects and hotels. Any of the HBNB Group’s hotel or projects may also be subject to random acts of terrorism, violence or other mishaps involving its guests or third parties which may adversely affect its reputation and the Hotel101 brand. Any negative effect on the HBNB Group’s reputation or the Hotel101 brand could also affect its ability to pre-sell condotels in its hospitality projects under development or its ability to retain existing and attract potential guests to its operational hotel. This would impair the HBNB Group’s ability to reduce its inventory and working capital requirements, which in turn may affect its cash flows and expected profitability and adversely affect its ability to raise external financing. There can be no assurance that such events will not occur in a manner that would adversely affect the HBNB Group’s business, financial condition and results of operations.

The HBNB Group relies on a third-party contractor for the HBNB Group’s websites and the Hotel101 App.

The HBNB Group outsources the development, operation, update and maintenance of its websites and the Hotel101 App to a third-party contractor, whose ability to continue to provide services is subject to technical and operational uncertainties that are beyond the HBNB Group’s control. If the HBNB Group experiences problems with such third-party contractor, there could be disruption to the operation of the HBNB Group’s websites and the Hotel101 App, which may affect the HBNB Group’s ability to engage with guests and Unit Owners who access the Hotel101 platform via the HBNB Group’s websites and the Hotel101 App. Upon expiration or termination of the HBNB Group’s agreement with such third-party contractor, the HBNB Group may not be able to replace the services and/or technology provided to it in a timely manner or on terms and conditions, including service levels and cost, that are favorable to the HBNB Group and a transition from one contractor to another contractor may subject the HBNB Group to operational delays and inefficiencies. The HBNB Group’s reliance on such third-party contractor may affect its ability to develop, operate, update and maintain the Hotel101 website and the Hotel101 App, which may adversely impact its competitive position and results of operations.

Independent contractors, partners or other third parties may not always be available, and once hired by the HBNB Group, may not be able to meet the HBNB Group’s quality standards or to complete projects on time and within budget.

The HBNB Group relies on independent contractors to provide various services, including land clearing, infrastructure development and various construction projects including building and property fit-out. There can be no assurance that the HBNB Group will be able to find or engage a suitable independent contractor for any particular project or find a suitable contractor that is willing to undertake a particular project within its budget and schedule (including as a result of a lack of manpower due to a shortage of available and qualified workers), which could result in cost increases or project delays.

Furthermore, there can be no assurance that the services rendered by any of the HBNB Group’s independent contractors will always be satisfactory or match the HBNB Group’s requirements for quality and timing. The HBNB Group’s business may be adversely affected if any of its independent contractors or partners (i) terminates or suspends its agreement or arrangement with the HBNB Group; (ii) causes delays; (iii) fails to meet its contractual obligations; (iv) fails to maintain adequate control over outsourced services or delegates services to unauthorized third parties; or (v) compromises the HBNB Group’s data security or confidential information due to inadequate cybersecurity measures. Contractors may also experience financial or other difficulties or become insolvent, and shortages or increases in the price of construction materials or labor may occur, any of which could delay the completion or increase the cost of certain development projects, and the HBNB Group may incur additional costs as a result. Any of these factors could have a material adverse effect on the HBNB Group’s business, financial condition and results of operations.

Purchasers of condotels and other third parties may assert construction defects and other building-related claims against the HBNB Group.

As a hotel developer and operator, the HBNB Group is exposed to the risk of litigation or claims by purchasers of condotels in its hospitality projects, visitors, contractors and workers of its projects and hotel customers. The HBNB Group may be held responsible for hidden (i.e., latent or non-observable) defects in its projects. Claims against the HBNB Group may arise for a variety of other reasons, including by purchasers for breaches of warranties under their sales agreements, by visitors for accidents or injuries that they may suffer while on the premises of the HBNB Group, by contractors or workers for accidents or injuries which may result in the course of conducting routine cleaning and other services or renovation works at the premises of the HBNB Group or by its hotel customers. Disputes may also arise in connection with construction or other contracts or agreements entered into with contractors, purchasers of condotels in the HBNB Group’s hospitality projects, hotel customers or other third parties.

For example, in Spain, the HBNB Group is required to obtain “Seguro Decenal,” a mandatory 10-year structural warranty insurance policy that is designed to protect buyers of the HBNB Group’s hotel units against construction defects. The insurance policy covers issues with the building’s foundations, structures, and other core elements that affect the property’s stability and habitability.

There can be no assurance that the HBNB Group will not be held liable for damages, the cost of repairs and/or the expense of litigation surrounding possible claims or that claims will not arise out of uninsurable events, such as landslides or earthquakes, or circumstances not covered by its insurance and not subject to effective indemnification agreements with its contractors. Neither can there be any assurance that the contractors hired by the HBNB Group will be able to either correct any such defects or indemnify the HBNB Group for costs incurred by the HBNB Group to correct such defects. Any substantial number of claims arising from structural or construction defects may have a material adverse effect on the Hotel101 brand and on the HBNB Group’s business, financial condition and results of operations.

Damage to, or other potential losses involving, the HBNB Group’s assets may not be covered by insurance.

While the HBNB Group requires its construction contractors to have appropriate construction insurance and obtains property insurance upon completion of each project, design, construction or other latent property or equipment defects or deficiencies may require additional capital expenditure, special repair or maintenance expenses or the payment of damages or other obligations to third parties that may not be covered by insurance. Furthermore, certain types of losses, such as terrorist acts, the outbreak of infectious disease or any resulting losses, may be uninsurable or the required insurance premiums may be too expensive to justify obtaining insurance. In addition, in the event of a substantial loss, the insurance carried by the HBNB Group may be insufficient to cover the full market value or replacement cost of the lost investment or could result in certain losses being uninsured. Accordingly, the HBNB Group could lose some or all of its invested capital in a property, as well as the anticipated future revenue from that property, while remaining obligated for guarantees, debt or other financial obligations related to such property.

Moreover, the scope of insurance coverage that the HBNB Group can obtain at reasonable rates may be limited and such insurance is subject to periodic renewals and negotiations. There is no assurance that adequate insurance coverage will be available on commercially reasonable terms or at all in the future. Any material increase in insurance rates, decrease in available coverage or any failure to maintain adequate insurance in the future could adversely affect the HBNB Group’s business, financial condition and results of operations.

If the HBNB Group is not successful in protecting the Hotel101 brand image, its intellectual property or its data, the HBNB Group’s business, results of operations and financial condition could be materially adversely affected.

The HBNB Group’s intellectual property assets and rights are essential to its business and maintaining the reputation of its brand names, including the Hotel101 brand and Hotel101 trademarks is critical to its success. The HBNB Group relies on the strength of these brand names and trademarks to, among other things, attract purchasers and hotel customers, attract third party partners and maintain and improve its standing in the communities in which it has operations or intends to expand into. Substantial erosion in the value of these brand names and trademarks due to construction delays or defects, customer complaints, adverse publicity, legal action or other factors may have an adverse effect on the HBNB Group’s business, financial condition and results of operations. HOA, an affiliate of the HBNB Group, is the owner of certain trademarks used by the HBNB Group, including the Hotel101 logo, which has been registered as a trademark in the Philippines and was subsequently registered as an international trademark; however, there can be no assurance that any steps that have been taken to secure these trademarks or other intellectual property will be sufficient or that third parties will not infringe or challenge such rights. If the HBNB Group’s protection of its intellectual property rights and data or HOA’s protection of intellectual property rights used by the HBNB Group in the conduct of its business is inadequate to prevent unauthorized use or misappropriation by third parties, the value of the HBNB Group’s brands, including the Hotel101 brand, and other intangible assets may be diminished. Even if the HBNB Group or HOA detects violations, misappropriations or infringements and enforces its rights, enforcement efforts (including litigation) may be time-consuming and expensive, require management’s attention and result in an outcome that is unfavorable to the HBNB Group. If the HBNB Group fails to protect its intellectual property and data or HOA fails to protect intellectual property used by the HBNB Group in the conduct of its business in a cost-effective and meaningful manner, the HBNB Group’s competitive standing could be adversely impacted; its Unit Owners, guests, other consumers, and corporate and community partners could devalue the content of the Hotel101 platform; and its brand image, including the Hotel101 brand, and its reputation, business, financial conditions and result of operations may be adversely affected.

The HBNB Group relies on its hotel guests to provide trustworthy reviews and ratings that potential guests may rely upon to help decide whether to book a particular listing and that the HBNB Group may use to enforce quality standards. Potential guests may be less likely to rely on reviews and ratings if they believe that the HBNB Group’s review system does not generate trustworthy reviews and ratings. If the HBNB Group’s guests do not provide reliable reviews and ratings, potential guests may disregard those reviews and ratings, which could damage the HBNB Group’s brands, including the Hotel101 brand, and reputation, and could materially adversely affect the HBNB Group’s business, results of operations and financial condition.

The HBNB Group’s business and operations are dependent upon key executives.

The HBNB Group’s key executives and members of management have greatly contributed to its success with their experience, knowledge, business relationships and expertise. Furthermore, the HBNB Group’s senior management team has a proven track record in developing, investing in, managing and enhancing commercial real estate. The HBNB Group’s senior management team possesses, in the aggregate, decades of experience in the Philippine real estate and commercial sectors, covering the entire value chain of the business, including asset development and enhancement, asset management and commercial operations. If the HBNB Group is unable to fill any vacant key executive or management positions with qualified candidates, the HBNB Group’s business, operating efficiency and financial performance may be adversely affected.

Any deterioration in the HBNB Group’s relations with employees, contractors and other third-party agents and business partners could materially and adversely affect the HBNB Group’s operations.

The HBNB Group’s success depends on its ability and the ability of its business partners, contractors and third-party agents, including sales, marketing and brokerage agents, to maintain productive workforces. Any strikes, work stoppages, work slowdowns, grievances, complaints or claims of unfair practices or other deterioration in any of the HBNB Group’s or its business partners’, contractors’ or agents’ employee relations, which is beyond its control, could have a material and adverse effect on its financial condition and results of operations. Furthermore, in addition to complying with the minimum compensation standards mandated by law, the HBNB Group has historically made supplemental benefits, such as health insurance, car plans and bonuses, available to qualified personnel.

The HBNB Group is subject to a variety of national and local laws and regulations, including those relating to labor. Any actions that may be taken by labor unions or federations having the HBNB Group’s employees as members could adversely affect its operations and/or costs. Any changes in labor laws and regulations could result in the HBNB Group incurring substantial additional costs to comply with increased minimum wage and other labor laws. The occurrence of any of these events could be disruptive to the HBNB Group’s operations and materially and adversely affect the HBNB Group’s business, financial condition and results of operations.

There can be no assurance that the HBNB Group will not suffer from substantial sales cancellations.

The HBNB Group sells individual condotel units in its hospitality projects prior to construction completion and opening of the relevant hospitality project. There can be no assurance that the HBNB Group will not experience a material number of cancellations in the future, particularly during slowdowns or downturns in the global economy. In the event the HBNB Group does experience a material number of cancellations, the HBNB Group may not have enough funds on hand to pay the necessary cash refunds to buyers or may have to incur indebtedness in order to pay such cash refunds. The HBNB Group may also experience losses relating to such cancellations. In addition, there can be no assurance that the HBNB Group would be able to re-sell the same property or re-sell it at an acceptable price. Any of the foregoing events would have a material adverse effect on the HBNB Group’s business, financial condition and results of operations.

While HBNB is not aware of applicable laws that provide statutory buyer protections in connection with instalment sales of residential real estate in respect of the HBNB Group’s hotel projects under development as of the date of this Annual Report, there can be no assurance that the jurisdictions in which the HBNB Group has operations or intends to have operations do not have or will not introduce similar laws, rules, regulations and/or policies. If the jurisdictions in which the HBNB Group has operations or intends to have operations has or introduces laws, rules, regulations and/or policies that have the effect of providing statutory buyer protections in connection with instalment sales of residential real estate in respect of its hotel projects, the HBNB Group’s business, results of operations, and financial condition could be materially and adversely affected. In addition, general consumer protection laws are applicable to the HBNB Group’s operations, which may also materially and adversely affect the HBNB Group’s business, results of operations, and financial condition.

Furthermore, in the event the HBNB Group experiences a material number of sales cancellations, its historical revenues would have been overstated because such historical revenue would not have accurately reflected subsequent customer defaults or sales cancellations. There is no assurance that the HBNB Group will not incur losses and there is no assurance that the HBNB Group’s historical income statements will be accurate indicators of its future revenue or profits.

Because the HBNB Group recognizes revenue upon check-in and not at booking, upticks or downturns in bookings are not immediately reflected in the HBNB Group’s results of operations.

The HBNB Group experiences, with respect to its operational hotel, Hotel101-Madrid, and expects to experience, with respect to its future operational hotels, a difference in timing between when a booking is made and when revenue is recognized, which occurs upon check-in. The effect of significant downturns in bookings in a particular period may not be fully reflected in the HBNB Group’s results of operations until future periods because of this timing in revenue recognition.

If the HBNB Group fails to provide high-quality stays, the HBNB Group’s businesses, results of operations and financial condition would be materially adversely affected.

The HBNB Group’s business depends on engaging in practices that encourage guests to book listings on the Hotel101 platform, including increasing the available number of nights for booking, responding timely to guest inquiries, offering a variety of desirable and differentiated listings at competitive prices that meet guest expectations and offering exceptional hospitality, services and experiences to guests. If the HBNB Group does not establish or maintain a sufficient number of listings and availability for listings on the Hotel101 platform and the occupancy rate declines for a particular period or the room rate charged by the HBNB Group declines, its revenues would decline and its business, results of operations and financial condition would be materially adversely affected.

If the HBNB Group is not able to effectively deploy professional tools, application programming interfaces and payment processes, work with third-party channel managers and develop effective sales and account management teams to attract prospective guests to the Hotel101 platform and generate bookings from a large number of guests, their respective businesses, results of operations and financial condition would be materially adversely affected.

If the HBNB Group fails to retain existing guests or attract new guests, the HBNB Group’s business, results of operations and financial condition would be materially and adversely affected.

The HBNB Group’s success depends on existing guests continuing to book and attracting new guests to book its available rooms. The HBNB Group’s ability to attract and retain guests could be materially and adversely affected by a number of factors, including:

In addition, if the Hotel101 platform is difficult to navigate, guests have an unsatisfactory sign-up, search, booking or payment experience on the Hotel101 platform, the listings and other content provided on the Hotel101 platform is not displayed effectively to guests, the HBNB Group is not effective in engaging guests or fails to provide an experience in a manner that meets rapidly changing demand, the HBNB Group could fail to convert first-time guests and fail to engage with existing guests, which would materially adversely affect the HBNB Group’s business, results of operations and financial condition.

The HBNB Group’s real estate development and marketing activities are subject to a wide variety of laws and regulations.

The HBNB Group has an operational hotel in Spain and hospitality projects under development in Japan, the U.S., Italy and Australia and aims to establish a global footprint in 100 countries over the long term, with an initial 25 identified priority countries for the medium term. There are laws and regulations in each of these jurisdictions at the national and local level that relate to or affect the HBNB Group’s business, including many that are typically applicable to real estate development activities, such as laws relating to zoning, entitlement, permitting, land use restrictions, environmental regulation, title transfers, title insurance, taxation and eminent domain. Failure to comply with the laws could result in legal liability or result in substantial costs related to environmental or other remediation.

Furthermore, the HBNB Group’s marketing and sale of Hotel101 units is subject to regulation in most of the jurisdictions where it conducts marketing activities, including under anti-fraud laws, telemarketing laws, securities laws (including the Securities Act), consumer privacy laws, consumer protection laws and consumer credit laws. Many jurisdictions where the HBNB Group conducts business have generally enacted extensive regulations relating to direct marketing and telemarketing. While the HBNB Group has taken steps designed to achieve compliance with applicable regulations, these steps are expected to continue to increase its marketing costs and may not prevent failures in compliance. Additionally, adoption of new laws regulating marketing and solicitation, and changes to existing laws, could adversely affect current or planned marketing activities and cause the HBNB Group to change its marketing strategy. If this occurs, the HBNB Group may not be able to develop adequate alternative marketing strategies, which could affect the amount and timing of its unit sales. The HBNB Group cannot predict the impact that these legislative initiatives or any other legislative measures that may be proposed or enacted in the future may have on its marketing strategies and results.

In addition, the HBNB Group may be required to incur significant costs to resolve complaints against it by consumers or enter into consents with regulators regarding its activities, including requiring the refund of all or a portion of the purchase price paid by customers for their Hotel101 units. If the HBNB Group is found to have not complied with applicable laws and regulations, such violations may have adverse implications on the HBNB Group, including rendering its Hotel101 unit sales contracts void or voidable, negative publicity, negatively affect its business reputation and the reputation of the Hotel101 brand, potential litigation and regulatory fines or other sanctions. The expense, negative publicity and potential sanctions associated with any failure to comply with applicable laws or regulations could have a material adverse effect on the HBNB Group’s business, results of operations or financial position.

The HBNB Group’s hotel operation and management activities are subject to a wide variety of laws and regulations.

The HBNB Group aims to establish a global footprint in 100 countries over the long term, with an initial 25 identified priority countries for the medium term, and to increase its rooms under management to become one of the top hotel brands globally in the long term. The HBNB Group has one operational hotel in Spain and hospitality projects under development in Japan, the U.S., Italy and Australia. The laws and regulations of each jurisdiction in which the HBNB Group operates or intends to establish operations in or expand into are distinct and may result in inconsistent or ambiguous interpretations among local, regional or national laws or regulations applicable to its business. Compliance with laws and regulations of different jurisdictions imposing varying standards and requirements is burdensome, imposes added cost and increases potential liability to the HBNB Group’s business, and may make it difficult to realize business efficiencies and economies of scale. For example, the HBNB Group is required to comply with requirements of jurisdictions and cities that have disparate requirements around tax collection, tax reporting, urban planning-related restrictions on use and purpose of hotel units in its hospitality projects and other regulations, each of which would require it to dedicate significant resources to meet these legal requirements and for it to fulfill any obligations it may have. The requirement to comply with the large number of disparate requirements can lead to compliance gaps if the HBNB Group’s internal resources cannot keep up with the pace of regulatory change and new requirements imposed on its platform, or if its platform does not work as intended or has errors or bugs.

It may be difficult or impossible for the HBNB Group to investigate or evaluate laws or regulations in all cities, countries, and regions in which it may establish hospitality operations. The application of existing laws and regulations to the HBNB Group’s business and platform are subject to change, as governments or government agencies seek to apply legacy systems of laws or adopt new laws to new online business models in the travel and accommodations industries, including the HBNB Group’s. Uncertain and unclear application of such laws and regulations to the HBNB Group’s platform could reduce supply and demand for Hotel101 hotel units and the HBNB Group’s platform and services, increase the costs of compliance with such laws and regulations, and increase the threat of litigation or enforcement actions related to its platform, all of which would materially adversely affect its business, results of operations and financial condition.

In addition to the laws that apply to the HBNB Group, there are also laws that apply to the Unit Owners and/or hotel guests. While the HBNB Group requires Unit Owners and guests to comply with their own independent legal obligations under the sales and purchase agreements, hotel management agreements, management by-laws and similar agreements entered into or consented to, as the case may be, and the HBNB Group’s terms of service, the HBNB Group has limited means of enforcing or ensuring the compliance of Unit Owners and guests with all applicable legal requirements. Governments may try to hold the HBNB Group responsible for laws that apply to Unit Owners and/or hotel guests. Whether applicable to the HBNB Group, Unit Owners and/or hotel guests, the related consequences arising out of such laws and regulations, including penalties for violations of and costs to maintain compliance with such laws and regulations, may have a material adverse effect on the Hotel101 brand and the HBNB Group’s reputation, business, results of operations and financial condition.

In addition to the aforementioned laws and regulations, the HBNB Group is subject to laws and regulations governing its business practices, the Internet, e-commerce and electronic devices, including those relating to taxation, privacy, data protection, pricing, content, advertising, discrimination, consumer protection, protection of minors, copyright, distribution, messaging, mobile communications, electronic device certification, electronic waste, electronic contracts, communications, Internet access, competition and unfair commercial practices. The HBNB Group is also subject to laws and regulations governing the provision of online payment services, the design and operation of its platform, and the operations, characteristics and quality of its platform and services.

The HBNB Group is also subject to laws regulating employment, employee working conditions, including wage and hour laws, employment dispute and employee bargaining processes, collective and representative actions and other employment compliance requirements.

There is increased governmental interest in regulating technology companies in areas such as privacy, tax, data localization and data access, algorithm-based discrimination and competition. In addition, climate change and greater emphasis on sustainability could lead to regulatory efforts to address the carbon impact of housing and travel. As a result, governments may enact new laws and regulations and/or view matters or interpret laws and regulations differently than they have in the past, and in a manner that could materially adversely affect the HBNB Group’s business, results of operations and financial condition.

Any new or existing laws and regulations applicable to existing or future business areas, including amendments to or repeal of existing laws and regulations, or new interpretations, applications or enforcement of existing laws and regulations, could expose the HBNB Group to substantial liability, including significant expenses necessary to comply with such laws and regulations, and materially adversely impact bookings on their respective platforms, thereby materially adversely affecting their respective businesses, results of operations and financial condition.

The HBNB Group’s global expansion plans may expose the HBNB Group to certain risks with respect to the HBNB Group’s contractual counterparties, including risks related to sanctions imposed by the United States, the European Union, the United Kingdom and other countries.

The HBNB Group conducts customary “know-your-customer” and onboarding procedures for its counterparties in accordance with its internal policies. However, the HBNB Group may receive incorrect, inaccurate or misleading information during these procedures. If, notwithstanding such “know-your-customer” and onboarding procedures, the HBNB Group transacts with a person or entity that is, or may subsequently become, subject to sanctions imposed by the U.S., the European Union, the United Kingdom or other relevant jurisdictions, the Hotel101 brand and the HBNB Group’s reputation, business, results of operations and financial condition may be materially and adversely affected.

As previously reported on a Form 6-K furnished to the SEC on August 20, 2025, HBNB, through its subsidiary Hotel101 Global, entered into framework agreements with each of Canopy Sands Development Co., Ltd. (“CSD”) and Bay of Lights Resorts Development Co., Ltd. (“BLRD”) on August 20, 2025 in relation to the development of two Hotel101 projects in Cambodia. HBNB became aware that, on October 14, 2025, the U.S. Department of Justice unsealed an indictment charging Cambodian national Chen Zhi, the founder and chairman of Prince Holding Group, a multinational business conglomerate based in Cambodia, with wire fraud conspiracy and money laundering conspiracy for directing Prince Holding Group’s operation of forced-labor scam compounds across Cambodia. On the same date, the U.S. Department of the Treasury designated Prince Holding Group as a transnational criminal organization and announced sanctions against Chen Zhi and multiple associated individuals and entities, including CSD, and such individuals and entities were added to the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated Nationals List. OFAC also issued General License No. 1 Authorizing the Wind Down of Transactions Involving Certain Persons Blocked on October 14, 2025, which authorized through 12:01 a.m. eastern standard time, November 13, 2025, all transactions ordinarily incident and necessary to the wind down of any transaction involving one or more of the following blocked entities: (1) Prince Holding Group; (2) Prince Bank Plc.; (3) Prince Huan Yu Real Estate Cambodia Group Co., Ltd; or (4) any entity in which one or more of the above persons own, directly or indirectly, individually or in the aggregate, a 50 percent or greater interest. Following consultation with legal counsel, on November 13, 2025, Hotel101 Global issued a notice of lapse and non-proceeding to each of CSD and BLRD with respect to the relevant framework agreement and have ceased to conduct any dealings with the respective group.

Existing sanctions and new or expanded future sanctions may negatively impact the revenue and profitability of the HBNB Group, have impeded or could further impede its ability to effectively execute expansion and growth plans and could impede its ability to raise funding from international financial institutions or the international capital markets. Any failure to successfully comply with applicable sanctions may expose the HBNB Group to negative legal and business consequences, including penalties, government investigations and reputational harm.

The HBNB Group may be subject to regulatory inquiries, investigations, litigation, and other disputes, which could materially adversely affect its business, results of operations and financial condition.

The HBNB Group may, from time to time, be involved in various legal and regulatory claims, litigation or pre-litigation disputes, investigations and proceedings arising in the normal course of business, including with various parties involved in the construction and operation of its properties such as agents, contractors, suppliers or construction workers or as the target of property damage or personal liability claims. Regardless of the outcome, these disputes may lead to legal or other proceedings and may result in substantial costs, delays in the HBNB Group’s development schedule and the diversion of resources and management’s attention. The HBNB Group may also have disagreements with regulatory bodies in the course of its operations, which may subject it to administrative proceedings and unfavorable decisions that result in penalties or delay the development of its projects. For example, the HBNB Group has obtained authorization from the State Aviation Safety Agency of Spain regarding aeronautical easements for the expansions and the operations near the Adolfo Suárez Madrid-Barajas Airport. Such authorization is subject to strict compliance with operational conditions and reporting requirements. Any failure to comply with these conditions could result in immediate revocation of the HBNB Group’s authorization and trigger liability under Spain’s Air Safety Law (Law 21/2003), potentially subjecting the HBNB Group to disciplinary proceedings and penalties. In addition, certain jurisdictions may view the HBNB Group’s business model and its arrangement with Unit Owners as collective investment schemes, resulting in the HBNB Group dedicating additional resources to comply with relevant laws and regulations, including addressing regulatory inquiries. In such cases, the HBNB Group’s business, financial condition and results of operations may be materially and adversely affected. The number and significance of these claims, disputes, investigations and proceedings may increase as the HBNB Group grows larger, the number of bookings on its platforms increases, brand awareness increases and the scope and complexity of its business expands.

In addition, in the ordinary course of business, disputes may arise if any member of the HBNB Group is alleged to have infringed third parties’ intellectual property or in which any member of the HBNB Group agrees to provide indemnification to third parties with respect to certain matters, or where the HBNB Group makes other contractual commitments to third parties. HBNB also has indemnification agreements with certain of its directors, executive officers, and certain other employees that require HBNB, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The HBNB Group may be subject to litigation stemming from the aforementioned obligations.

Adverse results in any regulatory inquiry, litigation, legal proceedings or claims may include awards of potentially significant monetary damages, including statutory damages for certain causes of action in certain jurisdictions, penalties, fines, injunctive relief, royalty or licensing agreements or orders preventing the HBNB Group from offering certain services. Moreover, many regulatory inquiries, litigation, legal proceedings or claims are resolved by settlements that can include both monetary and nonmonetary components. Adverse results or settlements may result in changes in the HBNB Group’s business practices in significant ways, increased operating and compliance costs and a loss of revenue. In addition, litigation or pre-litigation claims against the HBNB Group, whether or not meritorious, may be time consuming, require substantial expense and result in the diversion of significant operational resources. The HBNB Group uses various software platforms that in some instances have limited functionality which may impede its ability to fully retrieve records in the context of a governmental inquiry or litigation. In addition, the HBNB Group’s insurance may not cover all potential claims to which it is exposed and may not be adequate to indemnify the HBNB Group for all liability that may be imposed. As the HBNB Group continues to grow, regulatory inquiries, litigation, legal proceedings and other claims may consume significant company resources and adverse results in future matters could materially adversely affect its business, results of operations and financial condition.

If the HBNB Group is unable to manage the risks presented by the Hotel101 business model globally, the HBNB Group’s business, results of operations and financial condition would be materially adversely affected.

The HBNB Group aims to establish a global footprint in 100 countries over the long term, with an initial 25 identified priority countries for the medium term, and to increase Hotel101 rooms under management to become one of the top hotel brands globally in the long term. As of the date of this Annual Report, the HBNB Group has one operational hotel in Spain (Hotel101-Madrid), two hospitality projects under construction and planning and development globally, and two sites with signed definitive agreements globally. The HBNB Group expects to continue to make investments to expand its global operations. Managing a global organization is difficult, time consuming, and expensive, and requires significant management attention and careful prioritization, and any global expansion efforts that the HBNB Group may undertake may not be successful. In addition, conducting global operations subjects the HBNB Group to risks including:

Increased operating expenses, decreased revenue, negative publicity, negative reactions from the HBNB Group’s guests and other stakeholders or other adverse impacts from any of the above factors or other risks related to the HBNB Group’s global operations could materially adversely affect its brand, reputation, business, results of operations and financial condition.

If the HBNB Group fails to comply with applicable laws relating to privacy and data protection, the HBNB Group may face potentially significant liability, negative publicity and increased regulatory scrutiny, which could materially and adversely affect its business, results of operations and financial condition.

Privacy and data protection laws, rules and regulations are complex, and their interpretation is rapidly evolving, making implementation and enforcement, and thus compliance requirements, ambiguous, uncertain and potentially inconsistent. Compliance with such laws may require changes to the HBNB Group’s data collection, use, transfer, disclosure, processing and other related business practices and may thereby increase compliance costs or have other material and adverse effects on its business. As part of purchaser and guest registration and business processes, the HBNB Group collects and uses personal data, such as names, dates of birth, email addresses, phone numbers and identity verification information (for example, government-issued identification or passport), as well as credit card or other financial information provided by purchasers and guests. The laws of many jurisdictions require businesses that maintain such personal data to implement reasonable measures to keep such information secure and otherwise restrict the ways in which such information can be collected and used.

HBNB is incorporated under the laws of the Cayman Islands and has one operational Hotel101-branded hotel in Spain, Hotel101-Madrid. Certain subsidiaries of HBNB are incorporated in Singapore, the British Virgin Islands, Delaware, Luxembourg, Japan, Spain, Hong Kong and Mexico. In addition, the HBNB Group has (i) hospitality projects under development in Japan and the U.S., (ii) executed definitive agreements for sites in Italy and Australia and (iii) marketing offices in Singapore, the Philippines, Madrid (Spain), Dubai (UAE), Hong Kong, Taipei (Taiwan) and Mexico City (Mexico) and one marketing facility in Niseko (Japan). Accordingly, HBNB and its subsidiaries is or will be subject to the applicable privacy and data protection laws, rules and regulations of such jurisdictions, including the Cayman Islands Data Protection Act (as revised), Act on the Protection of Personal Information (Act No. 57 of 2003) of Japan, the EU General Data Protection Regulation (“GDPR”), Organic Law 3/2018, of 5 December, on the Protection of Personal Data and the Guarantee of Digital Rights of Spain, Legislative Decree No. 196/2003 as amended by Legislative Decree No. 101/2018 on the Protection of Personal Data of Italy, Law of 1 August 2018 on the Organization of the National Commission for Data Protection and the General Data Protection Framework of Luxembourg, Virgin Islands Data Protection Act, 2019 of the British Virgin Islands, Personal Data Protection Act 2012 of Singapore, Privacy Act 1988 (Cth) of Australia as amended by the Privacy and Other Legislation Amendment Act 2024, Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong), Personal Data Protection Act of the Republic of China (Taiwan), Federal Law on the Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares) of Mexico (2025), Republic Act No. 10173 (Data Privacy Act of 2012) of the Philippines, Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data of the United Arab Emirates, and United States federal law, such as the Gramm-Leach-Bliley Act of 1999 and its implementing regulations, and state level data privacy laws and regulations, such as the California Consumer Privacy Act.

Such privacy and data protection laws, rules and regulations have resulted and will continue to result in significantly greater compliance burdens and costs for companies to which such laws apply. For example, the GDPR regulates collection, control, processing, sharing, disclosure and other use of data that can directly or indirectly identify a living individual (i.e., personal data), and imposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.

Failure to comply with the GDPR may result in substantial fines and may also lead to civil litigation, with the risks of damages or injunctive relief, or regulatory orders adversely impacting on the ways in which the infringing business can use personal data. Many large geographies, including a number of which the HBNB Group intends to expand into, have passed or are in the process of passing comparable or other robust data privacy legislation or regulation, which may require the HBNB Group to modify its data processing practices and policies and to incur substantial costs and potential liability to comply with such legislation or regulation.

Additionally, the HBNB Group is subject to applicable laws, rules and regulations regarding cross-border transfers of personal data, including laws relating to transfer of personal data outside the European Economic Area (“EEA”). Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States and other jurisdictions. These recent developments may require the HBNB Group to review and amend the legal mechanisms by which it makes and/or receives personal data transfers to the United States and other jurisdictions. As data protection regulators issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start taking enforcement action, the HBNB Group could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if the HBNB Group is otherwise unable to transfer personal data between and among countries and regions in which the HBNB Group operates, it could affect the manner in which the HBNB Group provides its services, the geographical location or segregation of its relevant systems and operations, and could adversely affect its financial results.

Various other governments and consumer agencies around the world have also called for new regulation and changes in industry practices and many have enacted different and often contradictory requirements for protecting personal information collected and maintained electronically. Compliance with numerous and contradictory requirements of different jurisdictions is particularly difficult and costly for a property technology business such as the HBNB Group, which collects personal information from purchasers, guests and other individuals in multiple jurisdictions. If any jurisdiction in which the HBNB Group operates adopts news laws or changes its interpretation of its laws, rules or regulations relating to data residency or localization such that the HBNB Group is unable to comply in a timely manner or at all, the HBNB Group could risk losing its rights to operate in such jurisdictions. Many applicable privacy and data protection regulations expose the HBNB Group to the possibility of material penalties, significant legal liability, changes in how the HBNB Group operates or offers its products and interruptions or cessation of the HBNB Group’s ability to operate in key geographies, any of which could materially adversely affect the HBNB Group’s business, results of operations and financial condition.

When the HBNB Group is required to disclose personal data pursuant to demands from government agencies, including tax authorities, state and city regulators, law enforcement agencies and intelligence agencies, Unit Owners, guests and privacy regulators could perceive such disclosure as a failure by the HBNB Group to comply with privacy and data protection policies, notices and laws, which could result in proceedings or actions against the HBNB Group in the same or other jurisdictions. Conversely, if the HBNB Group does not provide the requested information to government agencies due to a disagreement on the interpretation of the law, the HBNB Group may face enforcement action from such government, engage in litigation, face increased regulatory scrutiny and experience an adverse impact on its relationship with governments or its ability to offer its products and services within certain jurisdictions. Any of the foregoing could materially and adversely affect the HBNB Group’s brands, including the Hotel101 brand, and the HBNB Group’s reputation, business, results of operations and financial condition.

The HBNB Group’s business may also increasingly rely on artificial intelligence and automated decision making to improve its services and tailor its interactions with its customers. Usage of these methods has come under increased regulatory scrutiny in recent years. New laws, guidance and/or decisions in this area may require the HBNB Group to make changes to its operations that may decrease its operational efficiency, result in an increase to operating costs and/or hinder its ability to improve its services.

Any failure or perceived failure by the HBNB Group to comply with privacy and data protection policies, notices, laws, rules and regulations could result in proceedings or actions against the HBNB Group by individuals, consumer rights groups, government agencies or others. The HBNB Group could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to its business. Furthermore, such proceedings and any subsequent adverse outcomes may subject the HBNB Group to significant negative publicity and an erosion of trust. If any of these events were to occur, the HBNB Group’s business, results of operations and financial condition could be materially and adversely affected.

If the HBNB Group fails to prevent data security breaches, there may be damage to its brands, including the Hotel101 brand, and reputation, material financial penalties and legal liability, along with a decline in use of its platform, which would materially and adversely affect its business, results of operations and financial condition.

The HBNB Group uses many types of technology to operate its platform, including mobile apps such as the Hotel101 App, available on both iOS and Android platforms, and third-party payment processing providers, and collaborates with third parties who may need to process Unit Owner or guest data or have access to its infrastructure. As a result, there are risks of security breaches both on and off each of these systems. The evolution of technology systems introduces ever more complex security risks that are difficult to predict and defend against. An increasing number of companies, including those with significant online operations, have recently disclosed breaches of their security, some of which involved sophisticated tactics and techniques allegedly attributable to criminal enterprises or nation-state actors. The techniques used by bad actors to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are unknown until launched against a target. As such, the HBNB Group may be unable to anticipate these tactics and techniques or to implement adequate preventative measures.

Furthermore, with a growing geographically disparate employee base, the HBNB Group is not immune from the possibility of a malicious insider compromising its information systems and infrastructure. Companies in the hospitality industry have dealt with incidents involving such insiders exfiltrating the personal data of customers, stealing corporate trade secrets and key financial metrics and illegally diverting funds. No series of measures can fully safeguard against a sufficiently determined and skilled insider threat.

In addition, bad actors may target any of the HBNB Group’s Unit Owners and guests directly with attempts to breach the security of their email accounts or management systems, such as through phishing attacks where a third party attempts to infiltrate the HBNB Group’s systems or acquire information by posing as a legitimate inquiry or electronic communication, which are fraudulent identity theft schemes designed to appear as legitimate emails from the HBNB Group or from the HBNB Group’s guests, partners or vendors. Bad actors may also employ other schemes aimed at defrauding the HBNB Group’s Unit Owners or guests in ways that the HBNB Group may not anticipate or be able to adequately guard against. Even if phishing and spamming attacks and other fraud schemes are not carried out through the HBNB Group’s systems, victims may nevertheless seek recovery from the HBNB Group. Though it is difficult to determine what, if any, harm may directly result from any specific scheme or attack, any failure to maintain performance, reliability, security and availability of the HBNB Group’s offerings, services and technical infrastructure to the satisfaction of the HBNB Group’s Unit Owners and guests may harm the HBNB Group’s ability to retain existing guests and its reputation and ability to attract new potential purchasers of condotels in the HBNB Group’s hospitality projects. The ability of fraudsters to directly target the HBNB Group’s Unit Owners and guests with fraudulent communications, or cause an account takeover, exposes the HBNB Group to significant financial fraud risk, including costly litigation, which is difficult to fully mitigate.

If there is a breach of the HBNB Group’s computer systems and the HBNB Group knows or suspects that certain personal data has been exfiltrated, accessed or used inappropriately, the HBNB Group may be obligated to inform the Unit Owner or guest whose data was stolen, accessed or used and may be subject to significant fines, penalties and/or damages. The HBNB Group’s information technology infrastructure may be vulnerable to computer viruses or physical or electronic intrusions that its security measures may not detect. Any circumvention of the HBNB Group’s security measures could result in the misappropriation of confidential or proprietary information, interrupt the HBNB Group’s operations, result in financial loss, damage the HBNB Group’s computers or those of the HBNB Group’s Unit Owners and/or guests or otherwise cause damage to the HBNB Group’s reputation and business. Furthermore, the ability to bypass the HBNB Group’s information security controls could degrade the HBNB Group’s trust and safety programs, which could expose individuals to a risk of physical harm or violence.

The HBNB Group relies on third-party service providers, including marketing and sales agents and financial institutions, to process the HBNB Group’s data and that of purchasers and guests, including payment information, and any failure by such third parties to prevent or mitigate security breaches or improper access to, or disclosure of, such information could have adverse consequences for the HBNB Group, similar to an incident directly on the HBNB Group’s systems.

The HBNB Group may be required to expend significant resources to protect against security-related incidents and address problems caused by such incidents. Even if more resources were expended, regulators and complainants may not deem the HBNB Group’s efforts sufficient and, regardless of the expenditure, the risk of security-related incidents cannot be fully mitigated. Any actual or alleged security breaches or alleged violations of federal, state or foreign laws or regulations relating to privacy and data security could result in mandated user notifications, litigation, government investigations, significant fines and expenditures; divert management’s attention from operations; deter people from using the HBNB Group’s platform; damage the HBNB Group’s brand, including the Hotel101 brand, and reputation; force the HBNB Group to cease operations for some length of time; and materially and adversely affect the HBNB Group’s business, results of operations and financial condition. Defending against claims or litigation based on any security breach or incident, regardless of their merit, will be costly and may cause reputation harm. The successful assertion of one or more large claims against the HBNB Group that exceed available insurance coverage, denial of coverage as to any specific claim or any change or cessation in the HBNB Group’s insurance policies and coverages, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on the HBNB Group’s business, results of operations and financial condition.

The HBNB Group relies on third-party payment service providers to process payments made by guests and payments made to Unit Owners on its platforms. If these third-party payment service providers become unavailable or the HBNB Group is subject to increased fees, the HBNB Group’s business, results of operations and financial condition could be materially and adversely affected.

The HBNB Group relies on several third-party payment service providers, including payment card networks, banks, payment processors and payment gateways, to link it to payment card and bank clearing networks to process payments made by guests and to remit payments to Unit Owners on its platforms. If these companies become unwilling or unable to provide these services to the HBNB Group on acceptable terms or at all, the HBNB Group’s business may be disrupted, the HBNB Group would need to find an alternate payment service provider and the HBNB Group may not be able to secure similar terms or replace such payment service provider in an acceptable time frame. If the HBNB Group is forced to migrate to other third-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient or well-received by Unit Owners and/or guests. Any of the foregoing could cause the HBNB Group to incur significant losses, which could materially and adversely affect the HBNB Group’s business, results of operations and financial condition.

In addition, the software and services provided by the HBNB Group’s third-party payment service providers may fail to meet the HBNB Group’s expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause the HBNB Group to lose its ability to accept online payments or other payment transactions or make timely payments to Unit Owners on its platform, which could make the HBNB Group’s platform less convenient and desirable to users and adversely affect the HBNB Group’s ability to attract Unit Owners and attract and retain guests.

If the HBNB Group fails to invest adequate resources into the payment processing infrastructure on the HBNB Group’s platform or if the HBNB Group’s investment efforts are unsuccessful or unreliable, the HBNB Group’s payments activities may not function properly or keep pace with competitive offerings, which could adversely impact their usage. Further, the HBNB Group’s ability to expand its payments activities into additional countries is dependent upon the third-party providers the HBNB Group uses to support these activities. As the HBNB Group expands the availability of its payments activities to additional geographies or offers new payment methods to its Unit Owners and guests in the future, it may become subject to additional regulations and compliance requirements and exposed to heightened fraud risk, which could lead to an increase in its operating expenses.

For certain payment methods, including credit and debit cards, the HBNB Group pays interchange and other fees, and such fees result in significant costs. Payment card network costs have increased and may continue to increase in the future. The interchange fees and assessments that payment card networks charge for each transaction that accesses their networks may also increase, and payment card networks may impose special fees or assessments on any such transaction. The HBNB Group’s payment card processors have the right to pass any increases in interchange fees and assessments on to the HBNB Group. Credit card transactions result in higher fees to the HBNB Group than transactions made through debit cards. Any material increase in interchange fees in the geographies where the HBNB Group operates, including as a result of changes in interchange fee limitations imposed by law in some geographies, or other network fees or assessments, or a shift from payment with debit cards to credit cards could increase the HBNB Group’s operating costs and materially and adversely affect the HBNB Group’s business, results of operations and financial condition.

HBNB is exposed to the risk of a VAT tax inspection related to input VAT claims, which may materially and adversely affect its financials and result in operational challenges.

HBNB is exposed to the risk of a tax inspection concerning input VAT. As of December 31, 2025, input VAT and other taxes of the HBNB Group amounted to $57,983.This amount primarily relates to the acquisition of land, construction and associated expenses net of any applications to output VAT. There is a possibility of a tax audit or inspection by relevant tax authorities, particularly when HBNB initiates the process of offsetting or requesting a refund for the input VAT. Any such inspection may result in delays, additional administrative costs, or challenges in substantiating the input VAT claim. Any failure to provide adequate supporting documents, such as invoices, contracts, receipts, or other relevant records, may lead to the rejection of the input VAT claim by the tax authorities. Furthermore, if certain documents are unavailable or deemed non-compliant, HBNB may be required to forgo the input VAT claim for those specific transactions.

Consequently, a tax inspection could lead to adverse findings, impose additional liabilities on HBNB, and have a material adverse effect on the HBNB Group’s financial condition, results of operations or cash flows.

Risks Related to the HBNB Ordinary Shares

A market for HBNB’s securities may not develop or be sustained.

The price of the HBNB Ordinary Shares may fluctuate significantly due to general market and economic conditions, HBNB’s general business condition and the release of HBNB’s financial reports. While there is currently an active trading market for the HBNB Ordinary Shares, it may not be sustained. Additionally, if HBNB’s securities become delisted from Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of HBNB’s securities may be more limited than if HBNB was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

HBNB has identified material weaknesses in its internal control over financial reporting. If HBNB is unable to remedy its material weaknesses, or if HBNB fails to establish and maintain effective internal controls, HBNB may be unable to produce timely and accurate financial statements, and HBNB may conclude that its internal control over financial reporting is not effective, which could adversely impact investors’ confidence and HBNB’s share price.

The Sarbanes-Oxley Act requires, among other things, that HBNB maintain effective disclosure controls and procedures and internal control over financial reporting. HBNB is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to HBNB’s principal executive and financial officers.

HBNB’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in HBNB’s internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect HBNB’s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of HBNB’s financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations. Since HBNB is an “emerging growth company,” as defined in the Securities Act, as modified by the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in HBNB’s reported financial and other information.

HBNB’s material weakness relates to (1) improper use of exchange rate in translating reporting currency to functional currency; (2) improper cutoff of vendor payables; (3) improper capitalization of development costs; (4) lack of evidence of review for certain key controls (financial statements review, review of leases and bank reconciliation review); and (5) lack of expertise in accounting for complex financial transactions such as the business combination and reverse recapitalization.

In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, HBNB has expended and anticipates that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase HBNB’s operating costs and could materially and adversely affect its ability to operate its business. In the event that HBNB’s internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in HBNB’s operating results and the stock price of HBNB may decline. In addition, if HBNB is unable to continue to meet these requirements, it may not be able to maintain listing on Nasdaq.

HBNB’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after HBNB is no longer an emerging growth company. At such time, HBNB’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which HBNB’s controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on HBNB’s business and operating results.

HBNB’s financial statements as of December 31, 2025 included a liquidity footnote.

HBNB sustained losses in 2025 which resulted in accumulated losses of $35,589,078 as of December 31, 2025. The losses were mainly due to the high start-up costs for HBNB as HBNB continues to expand globally and the loss from the Business Combination. As of December 31, 2025, HBNB’s cash and cash equivalents amounted to $14,670,545. These factors raise significant doubt about HBNB’s ability to continue as a going concern for at least twelve months from the end of the reporting period. The significant doubt is alleviated, however, as the ultimate holding company has undertaken to provide the necessary financial support to enable HBNB to continue its operations as a going concern and to meet its liabilities as and when they fall due. The ultimate holding company also pledged not to enforce its right to collect from HBNB any advances made and working capital loans extended until such time that HBNB has the ability to repay them. The consolidated financial statements of HBNB have been prepared on a going concern basis.

The market price and trading volume of the HBNB Ordinary Shares may be volatile and could decline significantly in the future.

The stock markets, including Nasdaq on which the HBNB Ordinary Shares are listed, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market is sustained for the HBNB Ordinary Shares, the market price of the HBNB Ordinary Shares may be volatile and could decline significantly. In addition, the trading volume in the HBNB Ordinary Shares may fluctuate and cause significant price variations to occur. If the market price of the HBNB Ordinary Shares declines significantly, you may be unable to resell HBNB Ordinary Shares at or above the market price of the HBNB Ordinary Shares as of the date that they were acquired. HBNB cannot assure you that the market price of the HBNB Ordinary Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

Any of these factors may result in large and sudden changes in the volume and price at which the HBNB Ordinary Shares trade. The sale of a significant number of the HBNB Ordinary Shares or other equity securities in the public market, or the perception that such sales may occur, could materially and adversely affect the market price of the HBNB Ordinary Shares. Moreover, the price of the HBNB Ordinary Shares can vary due to general economic conditions and forecasts, the HBNB Group’s general business condition and the release of the HBNB Group’s financial reports. These factors could also materially impair the HBNB Group’s ability to raise capital through equity offerings in the future.

Furthermore, on Closing of the Business Combination, HBNB issued an aggregate of 34,500,000 HBNB Ordinary Shares (the “Key Executive Shares”) to certain key executives and other employees of HBNB and/or its affiliates (the “Key Executives”). In addition, on October 24, 2025, HBNB adopted the 2025 Equity Incentive Plan (the “2025 EIP”), under which HBNB may grant employees of HBNB and its subsidiaries, directors of HBNB and consultants engaged by HBNB or any of its subsidiaries (collectively, “Service Providers”) equity awards. Sales of HBNB Ordinary Shares by the Key Executives after the vesting of Key Executive Shares or end of applicable lock-up periods or by Service Providers granted equity awards under the 2025 EIP, as the case may be, could also cause the price of the HBNB Ordinary Shares to fall. An aggregate of 23,403,239 HBNB Ordinary Shares have been reserved for issuance under the 2025 EIP. For further details, see the section titled “Item 6. Directors, Senior Management and Employees—B. Compensation—2025 Equity Incentive Plan.”

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert HBNB’s management’s attention and resources, which could have a material adverse effect on HBNB. Any such litigation, whether or not successful, could harm HBNB’s reputation and restrict HBNB’s ability to raise capital in the future. In addition, if a claim is successfully made against HBNB, HBNB may be required to pay significant damages, which could have a material adverse effect on the HBNB Group’s business, financial condition, results of operations, cash flows and prospects.

Market volatility could impact the stock price and trading volume of the HBNB Ordinary Shares.

The trading market for the HBNB Ordinary Shares could be impacted by market volatility. While HBNB does not believe that it is more likely to be affected by market volatility than other public companies, recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for the HBNB Ordinary Shares.

A possible “short squeeze” due to a sudden increase in demand of HBNB Ordinary Shares that largely exceeds supply may lead to price volatility in the HBNB Ordinary Shares. Investors may purchase HBNB Ordinary Shares to hedge existing exposure or to speculate on the price of the HBNB Ordinary Shares. Speculation on the price of HBNB Ordinary Shares may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of HBNB Ordinary Shares available for purchase, investors with short exposure may have to pay a premium to repurchase HBNB Ordinary Shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the HBNB Ordinary Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the HBNB Ordinary Shares that are not directly correlated to the operating performance of HBNB.

HBNB may issue additional HBNB Ordinary Shares or other equity or convertible debt securities without approval of the public holders of HBNB Ordinary Shares, which would dilute existing ownership interests and may depress the market price of HBNB Ordinary Shares.

HBNB will continue to require significant capital investment to support its business, and HBNB may issue additional HBNB Ordinary Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of the HBNB Ordinary Shares in certain circumstances.

Furthermore, HBNB has adopted the 2025 EIP, under which HBNB may grant of a broad range of equity awards, including stock options, share appreciation rights, restricted share awards, restricted share units and other share-based awards, to eligible Service Providers in order to attract, retain and incentivize such individuals. The holders of the HBNB Ordinary Shares will experience additional dilution when any such equity awards and purchase rights become vested and settled or exercised, as applicable, for the HBNB Ordinary Shares. For further details, see the section titled “Item 6. Directors, Senior Management and Employees—B. Compensation—2025 Equity Incentive Plan.” Sales of HBNB Ordinary Shares by holders after the vesting of awards or holders of options who have exercised their options under any incentive plan that HBNB may in the future implement could also cause the price of the HBNB Ordinary Shares to fall.

HBNB’s issuance of additional HBNB Ordinary Shares or convertible debt securities of equal or senior rank would have the following effects: (i) the proportional ownership of HBNB’s existing shareholders in HBNB may decrease; (ii) the amount of cash available per HBNB Ordinary Share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding HBNB Ordinary Share may be diminished; and (iv) the market price of HBNB Ordinary Shares may decline.

If securities or industry analysts do not publish or cease publishing research or reports about HBNB, its business or its market, or if they change their recommendations regarding the HBNB Ordinary Shares adversely, then the price and trading volume of the HBNB Ordinary Shares could decline.

The trading market for the HBNB Ordinary Shares is influenced by the research and reports that industry or financial analysts publish about its business. HBNB does not control these analysts, or the content and opinions included in their reports. As a new public company, HBNB may be slow to attract research coverage and the analysts who publish information about the HBNB Ordinary Shares will have relatively little experience with HBNB, which could affect their ability to accurately forecast HBNB’s results and make it more likely that HBNB fails to meet their estimates. HBNB may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of HBNB, or if these securities or industry analysts are not widely respected within the general investment community, the demand for HBNB Ordinary Shares could decrease, which might cause its price and trading volume to decline significantly. In the event HBNB obtains industry or financial analyst coverage, if any of the analysts who cover HBNB issues an inaccurate or unfavorable opinion regarding it, HBNB’s share price would likely decline. In addition, the share prices of many companies in the property industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If HBNB’s financial results fail to meet, or significantly exceed, its announced guidance or the expectations of analysts or public investors, analysts could downgrade the HBNB Ordinary Shares or publish unfavorable research about it. If one or more of these analysts cease coverage of HBNB or fail to publish reports on it regularly, HBNB’s visibility in the financial markets could decrease, which in turn could cause its share price or trading volume to decline.

HBNB’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its securities.

As of the date of this Annual Report, the HBNB Ordinary Shares are listed and traded on the Capital Market tier of Nasdaq. HBNB is required to meet certain continued listing requirements for the HBNB Ordinary Shares to remain listed. If HBNB fails to satisfy the continued listing requirements of Nasdaq, including the corporate governance requirements, the minimum number of public holders requirement, the minimum market value of publicly held shares requirement and the minimum closing bid price requirement, Nasdaq may take steps to delist its securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so.

In October 2025, HBNB established its 2025 EIP without prior shareholder approval required under Nasdaq Listing Rule 5635(c) because such shareholder approval is not required under the Company’s home country law, which is Cayman Islands law. In March 2026, HBNB provided notification to Nasdaq under Nasdaq Listing Rule 5625 together with a written statement from HBNB’s independent Cayman Islands counsel certifying that under Cayman Islands law, shareholder approval was not required for the establishment or adoption of the 2025 EIP and HBNB’s reliance on Cayman Islands home country practice in lieu of Nasdaq Listing Rule 5635(c) is not prohibited under Cayman Islands law promptly after HBNB became aware that it had not provided such certification to Nasdaq as required under Nasdaq Listing Rule 5615(a)(3). As of the date of this Annual Report, HBNB has not received any further correspondence from Nasdaq.

If the HBNB Ordinary Shares are delisted from trading on Nasdaq, HBNB and HBNB’s shareholders could face significant material adverse consequences, including:

In the event of a delisting, HBNB can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s continued listing requirements. Additionally, if HBNB’s securities are delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of HBNB’s securities may be more limited than if it were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

The requirements of being a public company may strain HBNB’s resources, divert HBNB management’s attention and affect HBNB’s ability to attract and retain qualified board members.

HBNB is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, Nasdaq listing requirements and other applicable securities rules and regulations. As such, HBNB is required to incur significant legal, accounting and other expenses. These expenses may increase even more if HBNB no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that HBNB file annual and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that HBNB maintains effective disclosure controls and procedures and internal control over financial reporting. HBNB may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. HBNB expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although HBNB is currently unable to estimate these costs with any degree of certainty.

Many members of HBNB’s management team have limited experience managing a publicly traded company in the U.S., interacting with public company investors and complying with the increasingly complex laws pertaining to public companies in the U.S. HBNB’s management team may not successfully or efficiently manage the transition to being a public company in the U.S. subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company in the U.S. may divert management’s attention from implementing HBNB’s growth strategy, which could prevent HBNB from improving its business, financial condition and results of operations. Furthermore, HBNB expects these rules and regulations to make it more difficult and more expensive for HBNB to obtain director and officer liability insurance, and consequently HBNB may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on HBNB’s business, financial condition, results of operations and prospects. These factors could also make it more difficult for HBNB to attract and retain qualified members of its board of directors, particularly to serve on HBNB’s audit committee, and to attract and retain qualified executive officers.

As a result of disclosure of information in this Annual Report and in filings required of a public company in the U.S., HBNB’s business and financial condition will become more visible, which HBNB believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, HBNB’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in HBNB’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on its business, financial condition, results of operations, prospects and reputation.

Changes in tax laws or exposure to additional income tax liabilities could affect HBNB’s future profitability and reduce net returns to HBNB’s shareholders.

HBNB’s tax treatment is subject to changes in tax laws, regulations, and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration, and the practices of tax authorities in jurisdictions in which HBNB operates. The income and other tax rules in the jurisdictions in which HBNB operates are constantly under review by taxing authorities and other governmental bodies. Changes to tax laws (which changes may have retroactive application) could adversely affect HBNB or its shareholders. HBNB is unable to predict what tax proposals may be proposed or enacted in the future or what effect such changes would have on HBNB’s business, but such changes, to tax legislation, regulations, policies or practices, could affect HBNB’s financial position and overall or effective tax rates in the future in countries where HBNB has operations and where HBNB is organized or resident for tax purposes, and increase the complexity, burden and cost of tax compliance. Investors are urged to consult with their legal and tax advisers regarding the implication of potential changes in tax laws on an investment in HBNB Ordinary Shares.

If HBNB is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.

If HBNB or any of its subsidiaries is a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of the HBNB securities, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that HBNB or its subsidiaries will not be currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. If HBNB determines it is a PFIC for any taxable year, upon written request, HBNB will use commercially reasonable efforts to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election.

HBNB is an “emerging growth company,” as defined under the federal securities laws, and HBNB cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the HBNB Ordinary Shares less attractive to investors.

HBNB is an “emerging growth company,” as defined in the Securities Act, and HBNB avails of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among other things, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding shareholder advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, holders of HBNB Ordinary Shares may not have access to certain information that they may deem important.

HBNB will remain an emerging growth company until the earlier of (i) December 31, 2030 or (ii) the last day of the fiscal year (a) in which HBNB has total annual gross revenues of at least $1.235 billion or (b) in which HBNB is deemed to be a large accelerated filer, which means the market value of HBNB’s shares that is held by non-affiliates exceeds $700 million as of the last business day of HBNB’s prior second fiscal quarter, and (ii) the date on which HBNB issued more than $1.0 billion in non-convertible debt during the prior three-year period.

HBNB cannot predict if investors will find HBNB Ordinary Shares less attractive because it relies on these exemptions. If some investors find HBNB Ordinary Shares less attractive as a result, there may be a less active trading market for HBNB Ordinary Shares and the price of HBNB Ordinary Shares may be more volatile. Further, there is no guarantee that the exemptions available to HBNB under the JOBS Act will result in significant savings. To the extent that HBNB chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact HBNB’s financial condition.

HBNB is a “foreign private issuer” and a “controlled company” within the meaning of the Nasdaq corporate governance rules and as a result qualifies for, and intends to rely on, exemptions from certain corporate governance requirements that provide protection to shareholders of other companies. In addition, the interests of certain significant shareholders of HBNB may not be the same as those of other shareholders.

Under the Nasdaq corporate governance rules, a foreign private issuer may elect to follow the practice of its home country in lieu of certain Nasdaq corporate governance requirements. In addition, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and is exempt from complying with certain Nasdaq corporate governance requirements.

Out of the aggregate 234,032,386 HBNB Ordinary Shares issued and outstanding as of December 31, 2025, (i) DDPC, Hotel101 Worldwide and DoubleDragon hold an aggregate of 195,510,000 HBNB Ordinary Shares; and (ii) the Key Executives (of HBNB and DoubleDragon), including Mr. Sia and Dr. Tan Caktiong, hold an aggregate of 34,380,000 HBNB Ordinary Shares. DoubleDragon is controlled by Mr. Sia and Dr. Tan Caktiong while DDPC and Hotel101 Worldwide are subsidiaries of, and are controlled by, DoubleDragon. Therefore, Mr. Sia beneficially owns 215,059,984 HBNB Ordinary Shares, constituting 91.8% of the aggregate outstanding HBNB Ordinary Shares, and 91.8% of the voting power of the HBNB Ordinary Shares voting together as a single class. Likewise, Dr. Tan Caktiong beneficially owns 198,960,004 HBNB Ordinary Shares, constituting 85.0% of the aggregate outstanding HBNB Ordinary Shares, and 85.0% of the voting power of the HBNB Ordinary Shares voting together as a single class. As such, HBNB qualifies as a “controlled company” within the meaning of the Nasdaq corporate governance rules and is exempt from complying with certain Nasdaq corporate governance requirements, including an exemption from the requirements (i) that a majority of the board of directors must be independent directors; (ii) for an annual performance evaluation of the nominating, corporate governance and compensation committees; and (iii) to establish a nominating and corporate governance committee and a compensation committee, each composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. HBNB intends to rely on such “controlled company” exemptions and may continue to rely on all or some of these “controlled company” exemptions for as long as HBNB remains a “controlled company.”

In addition, as a foreign private issuer, HBNB may elect to follow the practice of the Cayman Islands in lieu of certain Nasdaq corporate governance requirements, including, without limitation, (i) to adopt a formal written audit committee charter that specifies the matters set out in Listing Rule 5605(c)(1) of the Nasdaq Listing Rules, (ii) for independent directors to have regularly scheduled meetings at which only independent directors are present, (iii) for the company’s by-laws to provide for a quorum of at least 33 1/3 percent of the outstanding shares of the company’s common voting stock, (iv) to adopt a code of conduct applicable to all directors, officers and employees, which shall be publicly available, (v) to hold annual shareholder meetings, (vi) to solicit proxies and provide proxy statements for all meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq, (vii) to obtain shareholder approval prior to certain issuances of securities, including in connection with the acquisition of the stock or assets of another company, equity compensation arrangements and certain non-public issuances and (viii) to distribute annual and interim financial reports to shareholders, and (ix) to comply with Nasdaq voting rights protections applicable to domestic issuers. For further details, see “Item 16G. Corporate Governance.” HBNB intends to elect to follow the practice of the Cayman Islands for all of these requirements for as long as HBNB remains a “foreign private issuer.” Accordingly, shareholders of HBNB will not have the same protections afforded to shareholders of companies that are subject to all to the Nasdaq corporate governance requirements.

In addition, if the interests of DoubleDragon, Mr. Sia and Dr. Tan Caktiong conflict with the interests of other shareholders of HBNB, there can be no assurance that DoubleDragon, Mr. Sia and Dr. Tan Caktiong will not cause HBNB to take action in a manner which might differ from the interests of other shareholders.

HBNB is a foreign private issuer and, as a result, it is not subject to U.S. proxy rules but will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.

HBNB reports under the Exchange Act as a non-U.S. company with foreign private issuer status. Because HBNB qualifies as a foreign private issuer under the Exchange Act and is exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers will be required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though HBNB intends to make interim reports available to HBNB’s shareholders, copies of which HBNB is required to furnish to the SEC on a Form 6-K, and even though HBNB is required to furnish to the SEC reports on Form 6-K whatever information HBNB has made or is required to make public pursuant to Cayman Islands law or distribute to HBNB’s shareholders and that is material to HBNB, the information HBNB is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by United States domestic issuers and, as a result, you may not have the same protections afforded to shareholders of companies that are United States domestic issuers.

HBNB may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, HBNB is a foreign private issuer, and therefore HBNB is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to HBNB on June 30, 2026. In the future, HBNB would lose its foreign private issuer status if (1) more than 50% of its outstanding voting securities are owned by U.S. residents and (2) a majority of its directors or executive officers are U.S. citizens or residents, or if HBNB fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If HBNB loses its foreign private issuer status, HBNB will be required to file with the SEC, as frequently or as promptly as U.S. domestic issuers, periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. HBNB will also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, HBNB will lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, HBNB would incur significant additional legal, accounting and other expenses that HBNB will not incur as a foreign private issuer, which could have a material adverse effect on HBNB’s results of operations.

As an exempted company incorporated in the Cayman Islands, HBNB is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to holders of HBNB Ordinary Shares than they would enjoy if HBNB complied fully with Nasdaq corporate governance listing standards.

HBNB is an exempted company incorporated in the Cayman Islands and is listed on Nasdaq. Nasdaq market rules permit a foreign private issuer like HBNB to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is HBNB’s home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies.

Among other things, HBNB is not required to have: (i) a majority of the board of directors consist of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year.

To the extent HBNB chooses to follow home country practice with respect to corporate governance matters, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies. See the section entitled “Item 16G. Corporate Governance.”

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because HBNB is incorporated under the law of the Cayman Islands, HBNB conducts a substantial portion of its operations outside of the United States and a majority of its directors and executive officers reside outside of the United States.

HBNB is an exempted company limited by shares incorporated under the laws of the Cayman Islands and conducts a substantial portion of its operations through Hotel101 Global outside the United States. A substantial portion of HBNB’s assets is located outside of the United States. A majority of HBNB’s officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against HBNB or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Southeast Asian region may render you unable to enforce a judgment against HBNB’s assets or the assets of HBNB’s directors and officers.

In addition, HBNB’s corporate affairs are governed by the Second Amended HBNB Articles, the Cayman Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of HBNB’s ordinary shareholders and the fiduciary duties of HBNB’s directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

Shareholders of Cayman Islands exempted companies like HBNB have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. HBNB’s directors have discretion under the Second Amended HBNB Articles to determine whether or not, and under what conditions, HBNB’s corporate records may be inspected by its shareholders, but HBNB is not obliged to make them available to the shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder to motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is HBNB’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent HBNB chooses to follow home country practice with respect to corporate governance matters, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See the section entitled “Item 16G. Corporate Governance.”

As a result of all of the above, HBNB’s shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Item 4. Information on the Company

A. History and Development of the Company

General

The Company’s legal and commercial name is “Hotel101 Global Holdings Corp.” and is commonly known as “HBNB” or “Hotel101.” HBNB is an exempted company with limited liability incorporated under the laws of the Cayman Islands on March 13, 2024. HBNB was incorporated for the purpose of effectuating the Business Combination.

Recent Developments

Share Capital Redesignation, Creation of Preferred Shares and Adoption of Amended Articles

On April 22, 2026, HBNB held an extraordinary general meeting of shareholders (the “2026 EGM”), through which its shareholders passed resolutions approving the following, among others (the “Corporate Actions”):

(1) as an ordinary resolution, the redesignation of HBNB’s authorized share capital, such that the authorized share capital of HBNB be changed from $50,000 divided into 500,000,000 Class A ordinary shares of par value $0.0001 each (the “Class A Ordinary Shares”) to $50,000 divided into 500,000,000 ordinary shares of par value $0.0001 each, and (i) all the currently issued and outstanding Class A Ordinary Shares held by the shareholders of the Company will be redesignated as issued and outstanding HBNB Ordinary Shares with the same rights of Class A Ordinary Shares and (ii) all the remaining authorized but unissued Class A Ordinary Shares of the Company will be redesignated as authorized but unissued HBNB Ordinary Shares with the same rights of Class A Ordinary Shares (the “Share Redesignation”);

(2) as an ordinary resolution, the increase of HBNB’s authorized share capital from $50,000 divided into 500,000,000 HBNB Ordinary Shares of par value $0.0001 each to $100,050,000 divided into: (i) 500,000,000 HBNB Ordinary Shares of par value $0.0001 each and (ii) 100,000,000 preferred shares of par value $1.00 each (the “Preferred Shares”), with the Preferred Shares constituting a separate class of shares, the rights, preferences, privileges and restrictions of which shall be determined by the board of directors of HBNB in accordance with the Second Amended HBNB Articles;

(3) as an ordinary resolution, the delegation of authority to the board of directors of HBNB, in its sole and absolute discretion, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding); and

(4) as a special resolution, adoption of the Second Amended HBNB Articles to reflect, among other matters: (i) the change in the authorized share capital; (ii) the authority of the board of directors of HBNB, without further approval of the shareholders, to issue one or more classes or series of Preferred Shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of Preferred Shares then outstanding); (iii) the general rights, preferences, privileges and restrictions attaching to the Preferred Shares; (iv) the removal of the annual general meeting requirement and, accordingly, the duty of HBNB to report its financials to the shareholders at the annual general meeting; (v) the removal of shareholders’ power to determine the maximum number of directors and inclusion of the right (if any) of holders of Preferred Shares to elect additional directors under specified circumstances; (vi) subject to the Nasdaq Listing Rules, the removal of the compulsory requirement to appoint an auditor for HBNB and (vii) the ability of HBNB to give notice to the shareholders by publishing it on HBNB’s website.

The Share Redesignation, the Second Amended HBNB Articles and the increase in authorised share capital by the creation of Preferred Shares took effect from close of the 2026 EGM.

Hotel101-Madrid

On March 10, 2026, HBNB officially opened Hotel101-Madrid, its first hotel project in Europe. The 680-room property, located in the Valdebebas district of Madrid near Adolfo Suárez Madrid-Barajas International Airport, the Ciudad Real Madrid training complex and the new Formula 1 Madrid Grand Prix circuit, commenced operations and began accepting bookings through the Hotel101 App and third-party booking platforms. Hotel101-Madrid is one of the five largest hotels in Spain by room count and features Hotel101’s standardized “HappyRoom” units and amenities, including swimming pools, function rooms, a business center, a gym and on-site dining. The opening marks a significant milestone in HBNB’s international expansion strategy and the hotel is expected to contribute recurring operating revenues going forward. For further details, see the section titled “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Hotels—Hotel101—Hotels Under Construction.”

Hotel101-Melbourne

On January 20, 2026, HBNB announced the signing of definitive binding agreements for the development of Hotel101-Melbourne, expected to have approximately 766 rooms, at 540 Flinders Lane, Melbourne, Victoria, Australia, located in the heart of Melbourne’s Central Business District along the iconic Flinders Lane, a prime area renowned for its laneways, street art, boutique shopping, world-class dining and proximity to major attractions such as Federation Square, Flinders Street Station, the Yarra River and Southbank entertainment precinct. Hotel101-Melbourne is expected to generate approximately A$323.6 million in sales revenue once fully sold and is expected to be completed by 2029, forming part of HBNB’s global expansion strategy. The development of Hotel101-Melbourne is subject to customary federal, state and local regulatory approvals. For further details, see the section titled “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Hotels—Hotel101—Sites with Definitive Agreements.”

History

The key milestones of the HBNB Group are set out below:

Principal Capital Expenditures and Divestitures

A description of HBNB Group’s capital expenditures for the years ended December 31, 2023, 2024 and 2025, including current capital expenditures, distribution of such capital expenditures geographically and the methods of financing, is included in “Item 5. Operating and Financial Review and Prospects—HBNB’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Expenditures.”

There were no principal divestitures (including interests in other companies) by the HBNB Group for the years ended December 31, 2023, 2024 and 2025.

Public Takeover Offers

HBNB is not aware of any indication of public takeover offers by third parties in respect of the HBNB Ordinary Shares during the years ended December 31, 2024 and 2025.

HBNB has not made any public takeover offers in respect of another company’s shares during the years ended December 31, 2024 and 2025.

Corporate Information

HBNB’s registered office is located at Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands. HBNB’s principal executive office is located at 20 Cecil Street #04-03, Plus Building Singapore 049705 and its telephone number is +65 6513 8565.

HBNB is subject to certain of the informational filing requirements of the Exchange Act. Since HBNB is a “foreign private issuer”, it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of HBNB are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of HBNB Ordinary Shares. In addition, HBNB is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, HBNB is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

HBNB’s website address is https://hotel101global.com/. The information contained on, or accessible through, the website does not form part of, and is not incorporated by reference into, this Annual Report.

B. Business Overview

References in this Item 4.B. to “HBNB” refer to HBNB and its subsidiaries.

HBNB is an asset-light, prop-tech hospitality platform business designed for rapid global growth. Hotel101 generates revenue twice, first in the form of upfront revenue from the sale of its standardized hotel units to global real estate unit buyers and second in the form of recurring revenues from long-term contracts for the day-to-day management and operation of these hotel units enrolled on the Hotel101 platform. HBNB believes the Hotel101 asset-light business model is unique and will allow it to efficiently redeploy capital from real estate unit sales in existing developments to new hotel expansion projects, and is designed to deliver a significant multi-year global growth plan targeting openings in 25 priority countries in the medium term. Hotel101 aims to establish a global footprint in 100 countries over the long term.

Hotel101 aims to disrupt the global hospitality sector by pairing its asset-light prop-tech business model with its signature globally standardized “one room” concept, a combination HBNB considers both pioneering and unique. Because it pre-sells the real estate units and therefore, generally does not own the underlying asset, Hotel101 earns revenue from inventory owned by third parties — similar to certain other prop-tech hospitality platforms. With its globally standardized “one room” concept, Hotel101’s current inventory is solely comprised of uniform hotel units that are efficient to build, maintain and service.

This purpose-built portfolio of standardized rooms is designed to deliver a consistent, high-value, branded hospitality experience globally and to allow Hotel101 to efficiently manage and scale its business. Its hotel units are crafted to provide simplicity and value for hotel guests — who can access identical, standardized rooms no matter where they are in the world — and is designed to contribute to rapid growth across a broad base of global real estate unit buyers.

Hotel101 intends to bring the benefits of standardization, hyper-efficiency and global brand identity enjoyed by the value-oriented businesses across industries — like budget air travel and quick-service restaurants — to create a new, scalable, profitable, high-growth model for the global hospitality industry.

Due to the size of each purpose-built hotel and the economies of scale that can be achieved through standardization, Hotel101 is able to offer facilities such as a pool, a gym and all-day dining.

As of December 31, 2025, HBNB had commenced development of its first three projects in Japan (Niseko), Spain (Madrid) and the U.S. (Los Angeles), representing the global expansion of the Hotel101 business model outside of the Philippines by DoubleDragon, its majority shareholder. On March 10, 2026, HBNB officially opened Hotel101-Madrid, its first hotel project in Europe, marking a significant milestone in HBNB’s expansion strategy.

HBNB has also entered into definitive binding joint-venture agreements for certain of its projects, including Hotel101-Milan and Hotel101-Melbourne announced in November 2025 and January 2026, respectively. Completion of these agreements and development of the projects are subject to the satisfaction of conditions precedent and the receipt of customary regulatory approvals from relevant authorities.

On January 21, 2025, DoubleDragon transferred 216,000 common shares of HOA, representing 40% of the share capital of HOA, to Hotel101 Global as part of the Restructuring.

COMPETITIVE STRENGTHS

HBNB believes its competitive strengths include the following:

Pioneering business model with stable and recurring revenue streams.

HBNB believes that its asset-light, prop-tech “condotel” business model is unique, offering global real estate unit buyers direct ownership of a Hotel101 room, similar to a condominium. The hotel units are pre-sold starting from each hotel’s construction phase, allowing HBNB to quickly redeploy its capital to new projects. Upon purchase, each owner is given the opportunity to enroll their hotel units on the Hotel101 platform (the owners of such enrolled hotel units, “Unit Owners”) in long-term management contracts. Enrollment means that, in exchange for a share of gross room revenues going to Hotel101, the hotel units are professionally managed by Hotel101 and Unit Owners are freed from the hassle of actively managing their individual hotel units. The remaining share of hotel room revenues, on a per hotel and monthly basis, is distributed to all Unit Owners in proportion to their number of enrolled units at that hotel. In addition, Unit Owners receive ten nights of free stays in Hotel101 hotels (“Free Nights”) per year per unit enrolled, of which five Free Nights may be used at any Hotel101 hotel globally and the remaining five Free Nights must be used at the hotel of the enrolled unit.

HBNB believes that the hotel industry presently has two extremes. On the one end, there are traditional branded hotels, which are professionally managed and provide reasonable predictability in terms of service offerings and consistency but require significant capital to establish. On the other end, there are unbranded accommodations, which require less investment but may face challenges in maintaining consistent service levels and operational efficiency without professional management. These unbranded accommodations, lacking the standardization of branded hotel chains, contribute to a fragmented hospitality marketplace, potentially making it difficult for consumers to compare options and predict the quality of their experience.

HBNB believes its business model is unique and combines the best of both models. Its globally standardized, signature “one room” hotel unit is designed to provide the consistency and predictability offered by traditional branded hotels, while its “condotel” business model offers prospective unit buyers the opportunity to participate in the hotel industry, allowing potential unit buyers to have significantly lower upfront capital required when compared to traditional branded hotels since most international budget hotel chains are not sold as individual unit investments.

Similar to certain other prop-tech hospitality platforms, HBNB earns revenue from third parties’ assets. However, unlike hospitality marketplaces that aggregate unbranded accommodations, HBNB believes its uniform inventory of hotel units allows it to scale its operations while delivering a consistent, high-value, branded hospitality experience globally, forming the basis of stable and recurring revenues for HBNB and Unit Owners alike.

In addition, HBNB’s business model allows it to generate revenue through pre-sales of units from each hotel’s construction phase onwards, allowing HBNB to efficiently and rapidly redeploy capital to new projects.

Signature globally standardized “one room” concept providing consistency to guests and development and operational efficiencies to Unit Owners.

HBNB believes Hotel101’s signature “happy room” unit, a globally standardized “one room” concept, contains broad appeal through its consistency. Guests are able to know almost exactly what to expect, regardless of a hotel’s location. HBNB believes this consistency and predictability lead to higher guest satisfaction and greater guest confidence, which in turn encourage repeat visitors. Management will monitor the occupancy rates of all operating hotels individually to assess room utilization rates and assess the level of demand and overall performance of the respective hotels when HBNB’s hotels become operational.

Hotel101’s “one room” concept is also designed to maximize developmental, operational and cost efficiencies, allowing for positive pricing implications. During development, the concept is designed to simplify the development process and enable procurement and installation efficiencies for furnishings, fixtures and equipment in a large-scale hotel setting. During operations, the concept is designed to allow Hotel101 to optimize operating costs through streamlined maintenance, housekeeping and inventory management. These can potentially lower development and operation costs which can provide Hotel101 with the ability to offer competitive pricing for its room rates, to create value for guests and encouraging customer loyalty. Hotel operating margin is a key performance metric that management will use to evaluate the operational efficiency and profitability of each hotel when HBNB’s hotels become operational.

Guest amenities superior to the hotel industry’s value segment.

Hotel101 hotels are designed to have an average of 500 hotel room units. HBNB believes five-star hotel chains traditionally operate at a similar scale to Hotel101’s target hotel size, while hotels in the value segment typically operate on a smaller scale of approximately 100 hotel room units. By operating at around five times the size of other value segment branded hotel chains, HBNB is an outlier and expects to gain a competitive advantage through its scale since replication would require its value-segment hotel chain competitors to construct new hotels, which is time consuming and capital intensive.

The economies of scale from standardization and the scale of each purpose-built hotel allows Hotel101 to offer its guests amenities and facilities which HBNB believes are more extensive than the typical offering in the value segment of the hotel industry. Hotel101’s guest facilities typically include in-room kitchenettes, pools, gyms, business centers, all-day dining options, function rooms, 24/7 front desks, and children’s play areas, which HBNB believes other mid-tier hotel brands are traditionally unable to economically provide.

Global marketing distribution platform.

HBNB has access to an established global marketing distribution platform, through Hotel101 Global and HBNB’s associate, HOA, with seven operational international marketing offices, one marketing facility in Niseko, Japan and a network of 129 partner agencies across key markets, including China, United Arab Emirates, Germany, Hong Kong, Indonesia, Italy, Japan, Macau, Malaysia, Mexico, New Zealand, Philippines, Singapore, Spain, Taiwan and Thailand as of December 31, 2025. HBNB believes this expansive presence enables Hotel101 to reach a broad and diverse base of potential Unit Owners.

HBNB aims to further scale up Hotel101’s global marketing footprint across all continents while significantly increasing its direct marketing force. HBNB believes that by strengthening its distribution network in these strategic locations, Hotel101 is positioned to drive international growth and adapt to regional market dynamics.

Experienced and capable leadership with strong shareholder support.

HBNB’s founders, Mr. Sia and Dr. Tan Caktiong, are seasoned entrepreneurs with proven track records in launching, scaling and maintaining successful public and private businesses, including in commercial real estate. Mr. Sia’s experience includes founding and expanding the Mang Inasal chain, which remains one of the fastest growing fast-food brands in the Philippines. Mr. Sia also owns and controls a majority stake in the Philippine consumer company, MerryMart Consumer Corp., which was listed on the Philippine Stock Exchange in 2020. In addition, Mr. Sia operates other brands, including MerryMart Grocery, MerryMart Market, MerryMart Express, MM Wholesale, M Supplies, and MBox. Likewise, co-founder Dr. Tan Caktiong is the founder of Jollibee Foods Corporation (“JFC”) which is listed on the Philippine Stock Exchange (the “PSE”) with a market capitalization of over $3.4 billion as of December 29, 2025. JFC is one of the largest quick service restaurant companies in the Philippines with an established global footprint with international business outside of the Philippines accounting for over 40% of sales. Within its portfolio, JFC also operates a variety of locations from leading global brands, including Chowking, Greenwich, Red Ribbon, Yong He King, Hong Zhuang Yuan, Mang Inasal, Highlands Coffee, Smashburger, The Coffee Bean & Tea Leaf, Milksha, Tim Ho Wan, Tortazo, Burger King, Panda Express, Yoshinoya and Common Man Coffee Roasters.

Mr. Sia and Dr. Tan Caktiong are the major shareholders of DoubleDragon, a PSE-listed Philippine real estate developer and the majority shareholder of HBNB, as well as the major shareholders of DragonFi, a web and mobile trading platform in the Philippines.

HBNB’s senior management team has a proven track record in developing, investing in, managing, and enhancing commercial real estate projects. The team covers the entire value chain of the hospitality business, including greenfield hotel development, pre-sales activities, and the operation and management of hotels.

Furthermore, HBNB enjoys the strong support of DoubleDragon, its majority shareholder. HBNB has received cash advances and intercompany loans from DoubleDragon to finance its operations in the past and expects to continue to benefit from DoubleDragon’s support in the future. As of December 31, 2025, HBNB had no indebtedness to third parties.

BUSINESS STRATEGIES

HBNB’s key strategies include the following:

Leverage asset-light model to scale exponentially through global expansion.

Due to the lack of standardization in hotel rooms across existing global hotel chains, HBNB believes there is an opportunity to disrupt the global hotel industry and, in particular, the value segment of the industry.

HBNB believes that its business model is pioneering and unique, and intends to leverage its asset-light business model and “one room” concept to scale its Hotel101 operations exponentially. HBNB intends to continue to develop purpose-built hotels at scale, offering guests amenities and facilities superior to hotels in the value segment and facilitating a consistent and predictable guest experience through standardization efficiencies, and to invest in innovation to offer guests a seamless, streamlined and personalized guest experience.

HBNB’s long-term vision is to significantly increase Hotel101 rooms under management to become one of the top hotel brands globally. HBNB has identified 25 priority countries for its medium-term expansion, with a long-term goal of establishing Hotel101’s global footprint in 100 countries. To execute on its vision, HBNB, through Hotel101 Global, has opened and intends to continue opening marketing offices and facilities in strategic countries where it has existing Hotel101 projects or intends to have Hotel101 projects at some point in the future. As of December 31, 2025, HBNB had operational marketing offices in Singapore, the Philippines, Madrid (Spain) and Hong Kong, one operational marketing facility in Niseko (Japan) and executed leases for marketing offices in Dubai (UAE), Taipei (Taiwan) and Mexico City (Mexico). The offices will act as Hotel101 distribution channels in these strategic markets and serve as venues for not only marketing events but also the orientation and onboarding of Hotel101’s agents. The marketing offices and facility are also a venue to introduce Hotel101’s business model to potential joint venture partners and franchisees, potentially contributing to the Hotel101 brand equity. Likewise, HBNB’s associate, HOA, also operates similar offices in the Philippines where marketing for HBNB’s projects also occurs.

Provide competitive returns to Unit Owners to establish a diversified and satisfied buyer population.

HBNB intends to continue to attract prospective Unit Owners through the Hotel101 value proposition of owning a professionally-managed property with recurring monthly income that is designed to offer competitive yields to prevailing alternatives. Owning a professionally-managed Hotel101 hotel unit with a freehold title, which can be re-sold or inherited, offers Unit Owners the opportunity to geographically diversify their investment property portfolio while benefiting from potential asset appreciation and passive recurring monthly income. As a result, HBNB believes that Hotel101 presents an alternative to titled property that may appeal to a wide variety of prospective unit buyers, including individuals interested in investing in the hospitality industry or owning investment property.

The original Unit Owners of Hotel101-Manila,¹ the prototype of the Hotel101 concept, received a Unit Owners’ Yield of 7.59%, 7.65% and 6.93% for the years ended December 31, 2023, 2024 and 2025, respectively, based on the original unit selling price of ₱2.98 million per unit. The average Hotel101-Manila Unit Owners’ Yield, for Unit Owners of Hotel101-Manila who purchased their respective units at the original selling price of ₱2.98 million per unit, for 2017 to 2024 was 7.09% per annum. As there were several price increases effected for Hotel101-Manila units, and varying discounts based on payment schemes, Unit Owners’ Yield would also vary for buyers who have purchased post the original selling price of ₱2.98 million per unit. These Unit Owners’ Yields are calculated based on each unit’s revenue share for the corresponding period divided by such unit’s original purchase price. The Unit Owners’ share in total room revenue is 30%, which is distributed equally amongst all the Unit Owners. The Unit Owner’s Yield differs per Hotel101 development, and is determined by, amongst other factors, selling price per unit, average daily rate for hotel stays and occupancy rate of the hotel. As HBNB considers Hotel101-Manila to be a mature project given its operating history since 2016 and its weathering of the COVID-19 global pandemic, which had a significant impact on the global hospitality industry, management believes Hotel101-Manila stands as a credible proof of concept for the Hotel101 business model, which HBNB has continued to replicate through its new Hotel101 developments. HBNB believes that the attractive return received by these early investors in the first Hotel101 project ever launched demonstrates the sustainability of the Hotel101 business model over an extended period of time as well as the ability of the business model to deliver consistent returns to Unit Owners. Considering the passive nature of the unit ownership and the potential for long-term asset appreciation, HBNB believes such Unit Owners’ Yields make Hotel101-Manila unit ownership an attractive proposition for these Unit Owners when compared against prevailing alternatives such as purchasing and personally managing a residential unit. The Unit Owners’ Yield for Unit Owners of Hotel101-Fort who purchased their respective units at the original selling price of ₱4.26 million per unit was 4.29% for the year ended December 31, 2024, which is the first full year of operations of the recently-opened Hotel101-Fort, and 4.29% for the year ended December 31, 2025.² Similarly, for the years ended December 31, 2024 and 2025, the Unit Owners’ Yield for Unit Owners of Injap Tower who purchased their respective units at the original selling price of ₱2.2 million per unit was 5.70% and 5.29%, respectively.² However, management would like to emphasize that each Hotel101 development is unique. Therefore, the historical Unit Owners’ Yields for Hotel101-Manila and Hotel101-Fort, whether on a per annum basis or over time, should not be taken as indications of the future financial performance of HBNB’s properties that are currently under development.

Furthermore, Hotel101’s unit owner ecosystem has the potential to develop into a global network of educated and satisfied buyers. HBNB believes this group has the potential to grow into a global network as HBNB expands globally, and would serve as a natural unit buyer base for Hotel101’s future hotels.

Continuously leverage and improve technology to deliver a unified global hotel management experience.

Driven by its culture of proactive problem-solving and innovation, HBNB intends to continuously improve its technology to further optimize operational efficiency and improve guest experience to adapt to ever-changing demands in the hotel industry and facilitate its expansion plans.

As part of its holistic technology-enabled approach to global hotel management, HBNB, through Hotel101 Global, developed the Hotel101 App, which is available on iOS and Android. As of March 23, 2026, the Hotel101 App had over 1,180,310 registered users. The Hotel101 App currently facilitates hotel reservations, guest services and guest satisfaction feedback via its five-point ‘stay score’ feedback system and offers promotions such as vouchers and loyalty programs, allowing Hotel101 to streamline hotel operations and enhance guest experience across its portfolio. For further details, see “Item 4. Information on the Company—B. Business Overview—The HBNB Group—Operations—Hotel101—Hotel101 App.”

Going forward, HBNB intends to expand its technology enablement and the Hotel101 App to serve as its operational backbone, linking Unit Owners, hotel guests and operations teams at each hotel in a seamless ecosystem that supports both daily management and strategic initiatives. HBNB believes the Hotel101 App has the potential to consolidate the management of thousands of Hotel101 hotel units globally, providing an efficient and scalable system that integrates guest services and property management through a single application. In addition, the Hotel101 App is envisioned to interact seamlessly with other critical systems within the Hotel101 ecosystem, including finance, workforce and property and building management, through continuously optimizing processes and improving responsiveness to both guest needs and operational demands. To efficiently manage the properties, HBNB intends to enhance the functionality of the Hotel101 App to also support real-time monitoring of room conditions and maintenance needs.

The Hotel101 App roadmap also includes customer relationship management functionality to enhance guest satisfaction. Additional upcoming features, such as in-app two-way communication, are expected to enhance response to guests needs. In addition, the Hotel101 technology platform is expected to allow guests and operations teams to adjust settings to maximize energy efficiency, aligning with HBNB’s and Hotel101 Global’s sustainability goals of energy conservation and management.

As of the date of this Annual Report, the near-term app technology roadmap includes key features such as keyless entry (to ensure smooth hotel check-ins) and in-app controls to allow guests to adjust room ambiance (including lights and temperatures) and utilize hotel services directly via their smartphones. Contactless check-in and check-out processes are expected to significantly reduce wait times, increasing guest convenience.

Partner with other real estate developers.

In addition to direct developments, HBNB intends to also expand through joint venture partnerships and franchise arrangements. HBNB believes that to attract quality partners, a real estate developer must earn development margins that are comparable to or exceed mid-scale developers in the country or city of its projects. HBNB earns some or all of this margin in the case of joint venture partnerships and direct developments, while a franchisee would earn most of the development margin in the case of a franchise arrangement. HBNB believes that it can attract development partners which could lead to rapid growth of new hotel developments given the reduced capital requirements.

OPERATIONS

As of December 31, 2025, HBNB’s operations included an aggregate of 1,589 hotel rooms under various stages of construction and planning and development comprising of (i) two hotels under construction, Hotel101-Niseko and Hotel101-Madrid, which are expected to have an aggregate of 1,162 hotel rooms, and (ii) one hotel under planning and development, Hotel101-Los Angeles, which is expected to have 427 hotel rooms. On March 10, 2026, HBNB officially opened Hotel101-Madrid, its first hotel project in Europe, marking a significant milestone in HBNB’s international expansion strategy.

HBNB has also signed definitive binding agreements for certain of its projects. In November 2025, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Milan. In January 2026, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Melbourne. Hotel101-Milan and Hotel101-Melbourne are expected to have an aggregate of 1,195 rooms. Completion of these definitive binding agreements is subject to the satisfaction of the conditions precedent set out therein, and the development of Hotel101-Milan and Hotel101-Melbourne is also subject to obtaining customary regulatory approvals from the relevant national, regional, municipal, federal, state and local authorities.

Below is a simplified map of Hotel101 hotels under various stages of construction, planning and development, certain sites with executed definitive agreements and HBNB’s Hotel101 marketing offices and one marketing facility in Niseko, Japan as of the date of this Annual Report.

HOTEL101

The asset light Hotel101 concept is designed to allow HBNB to generate revenue and income twice from one project, first from the pre-selling of the condotel units and second from the long term-recurring revenue from hotel management operations after the project’s completion. HBNB aims to create one standard hotel product, which is consistent and dependable, in all of HBNB’s Hotel101 hotels globally. Hotel101’s signature standardized 21 sq.m. hotel unit, named the “happy room,” is functionally designed and purpose-built to deliver all essential functions of a hotel room.

Hotel101’s signature “Happy Room”

The operations under the Hotel101 concept include:

The greenfield hotel developments are funded by HBNB. While pre-selling activities (see “Pre-sales” below) are conducted to partially aid in the financing of these developments, the hotel developments’ construction progress is not reliant on the timing of receipt of pre-selling proceeds. Although it is advantageous when the pre-selling proceeds exceed the construction cost, HBNB is primarily funded from shareholder advances from DoubleDragon as and when needed.

HBNB has three Hotel101 hotels globally under various stages of construction and planning and development, which include:

HBNB has also signed definitive binding agreements for certain of its projects. In November 2025, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Milan. In January 2026, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Melbourne. Hotel101-Milan and Hotel101-Melbourne are expected to have an aggregate of 1,195 rooms. Completion of these definitive binding agreements is subject to the satisfaction of the conditions precedent set out therein, and the development of Hotel101-Milan and Hotel101-Melbourne is also subject to obtaining customary regulatory approvals from the relevant national, regional, municipal, federal, state and local authorities.

As of December 31, 2025, HBNB has sold the following Hotel101 units for its hotels under construction:

As part of HBNB’s marketing and sales strategy, HBNB offers several payment options to prospective Unit Owners. These include full payment upfront as well as various deferred payment schemes. As an incentive, HBNB offers prospective buyers a discount for full upfront payment or deferred payment schemes without a lump sum payment at the end.

As of December 31, 2025, HBNB buyers have opted for the following payment schemes:

Management may from time to time create promotional payment schemes with extended payment terms beyond 36 months. However, regardless of the chosen payment scheme and tenor of the deferred payments, HBNB does not charge interest or premiums to its buyers.

HBNB leases marketing offices and showrooms in Singapore, the Philippines, Madrid (Spain), Dubai (UAE), Hong Kong, Taipei (Taiwan) and Mexico City (Mexico). See “— Marketing and Sales — Pre-sales” and “Item 4. Information on the Company—D. Property, Plants and Equipment—The HBNB Group” for further details.

The Unit Owners receive individual condominium titles (or equivalent property deeds) and enter into long-term agreements for the operation and management of their hotel unit(s) (the “Management Agreements”) with the relevant Hotel Operator, under which they enroll their hotel units to the Hotel Operator for inclusion in the relevant hotel’s unified operations. These agreements establish a unified management structure, under which each Hotel Operator retains exclusive control over all hotel operations, including marketing, reservations, maintenance, staffing, guest services, and ongoing improvements.

In exchange, the Hotel Operator bears all hotel operating costs and receives 70% of the monthly Net Sales, while Unit Owners collectively receive 30% of the monthly Net Sales. “Net Sales” typically refers to gross hotel room revenue of the relevant hotel after deducting applicable taxes and statutory charges, which may include VAT, occupancy or tourism taxes and other government levies, depending on the jurisdiction. The specific composition of deductions may vary slightly to comply with local laws and practices. The Unit Owner’s share is distributed equally each month across all units of the relevant hotel, regardless of actual occupancy of each unit, since all units sold and enrolled under the Management Agreements are generally uniform in size and features.

The Hotel Operator’s 70% share of Net Sales covers all operating expenses, including utilities, maintenance, insurance, staff salaries, repairs, renovations and capital expenditures. This amount also represents the Hotel Operator’s compensation for its management services, and no additional fees are charged to Unit Owners for the duration of the Management Agreements.

The Hotel Operator remits monthly payments to Unit Owners typically by the 16^th of each month and is authorized to deduct real property tax and applicable withholding tax from each Unit Owner’s share. Annual financial statements are also furnished to Unit Owners upon request for transparency and reconciliation.

The Management Agreements typically run for 25 to 50 years and are renewable at the relevant Hotel Operator’s sole discretion for an additional 25 to 50 years. Unit Owners may not interfere with hotel operations or lease their units independently. This arrangement allows Unit Owners to passively earn income while benefiting from Hotel101’s brand recognition, professional management and operational expertise. The specific terms of the Management Agreements are generally uniform for the same Hotel101 project but vary across jurisdictions to ensure compliance with local regulations and market conditions.

Hotel101 App — Contactless Check-in

Hotel101 App — My Stay Feature with Mobile Key and Room Requests

Hotel101 App — Feedback Feature Post Check-out

Hotel101 App — Unit Owner Free Stay Vouchers

HOTELS

Hotel101

The “Hotel101” brand was created primarily to be an alternative accommodation, with services and facilities that address the needs of a fast-paced leisure and business environment. Following the track record of Hotel101’s prototype “one room” Hotel101-Manila,³ with over seven years of operation in the Philippines, Hotel101 has been positioned into an asset-light, prop-tech hospitality business platform with plans to disrupt the global hospitality industry by combining its self-funding business model with its signature globally standardized “one room” concept. Because HBNB pre-sells the units and generally does not own the underlying asset, HBNB can earn revenue from inventory owned by third parties. Through its purpose-built portfolio of standardized rooms, HBNB strives to deliver a consistent, high-value, branded hospitality experience and efficiently manage and scale its businesses. HBNB has commenced the global expansion of the Hotel101 operations with its first operational Hotel101 project in Madrid, Spain, two Hotel101 projects under construction and planning and development in Niseko, Japan and Los Angeles, United States, and two sites with signed definitive agreements in Milan, Italy and Melbourne, Victoria, Australia.

HBNB aims to establish a global footprint in 100 countries over the long term, with an initial 25 identified priority countries for the medium term, and to increase Hotel101 rooms under management to become one of the top hotel brands globally in the long term.

Future Hotel Developments

Below is a list of hotels for future development of HBNB as of December 31, 2025.

Hotels Under Construction

The table below provides the breakdown of the expected number of rooms for HBNB’s projects under construction as of December 31, 2025.

Hotel101-Niseko

On June 30, 2022, DDPC and Hotel101 Worldwide entered into a real estate sales contract with a seller for the acquisition of a parcel of land of approximately 9,000 sq.m. in Hokkaido Prefecture, Japan. The real estate sales contract was subsequently assigned by DDPC and Hotel101 Worldwide to TMK Hotel101 Niseko on September 2, 2022. The purchase price under the real estate sales contract was paid on September 30, 2022.

HBNB expects to develop its first international Hotel101 development, named Hotel101-Niseko on such acquired land. In August 2023, Hotel101 Global signed a construction agreement with Iwata Chizaki Inc., a major Japanese contractor that constructed Chitose International Airport in Sapporo, Hokkaido Prefecture, Japan, and is in the process of obtaining new building permits for the new development layout to maximize space usage. Hotel101-Niseko is expected to have 482 rooms, and is expected to generate pre-selling sales revenue as a hybrid condotel project as well as long term recurring revenue from the hotel operation. Hotel101-Niseko is currently under construction and is expected to be completed by December 2026. As of December 31, 2025, construction of Hotel101-Niseko was 48.69% completed. On December 5, 2025, Hotel101-Niseko conducted its topping off ceremony.

On April 19, 2024, HBNB, in partnership with its engineering firms, Kamita Sekkei and Technocrew, and its contractor, Iwata Chizaki Inc., signed a commitment to create an environmentally forward Hotel101-Niseko that not only meets eco-efficient operational standards but also sets a benchmark for sustainability in the region. The structure of Hotel101-Niseko is designed to promote sustainability through green-inspired architecture and the use of technology that supports efficient and eco-friendly operations. On August 9, 2024, Hotel101-Niseko became the first hotel project in Niseko, Hokkaido Prefecture, Japan to secure a Comprehensive Assessment System for Built Environment Efficiency (“CASBEE”) certification, which is a Japanese framework for evaluating the environmental performance of buildings and built environments. CASBEE-certified projects are projects that have met specific standards on sustainability and efficiency. Through Hotel101-Niseko, HBNB aims to provide an eco-friendly hospitality experience that aligns with the environmental values of guests and meets the rigorous sustainability standards set by the local community.

Hotel101-Niseko is located in Hokkaido Prefecture, Japan, and aims to target domestic travelers in Japan and foreign tourists from other countries, including, in particular, Filipino travelers who visit Hokkaido.

An imagined “Happy Room” in Hotel101-Niseko

Hotel101-Madrid

On October 31, 2023, Hotel101 Global, through Hotel101 Madrid, S.L.U., fully paid for the acquisition of the 6,593 sq.m. parcel of prime land in Madrid, Spain and received all the pertinent executed land purchase documents in relation thereto. HBNB expects to develop its second international Hotel101-branded development, named Hotel101-Madrid, on such acquired land, which is expected to have approximately 680 rooms. Hotel101-Madrid is expected to generate pre-selling sales revenue as a hybrid condotel project as well as long term recurring revenue from the hotel operation, and seeks to benefit from the potential for real estate investment in Madrid.

On March 13, 2024, Hotel101-Madrid progressed with two milestone activities on the same day as it conducted its groundbreaking ceremony and signed a construction contract with Ferrovial Construction, one of the largest construction companies in Spain. As of December 31, 2025, construction of Hotel101-Madrid was 96.88% completed. On April 11, 2025, Hotel101-Madrid conducted its topping off ceremony. Hotel101-Madrid officially commenced operations and opened to the public on March 10, 2026. Hotel101-Madrid is one of the largest hotels in Spain in terms of room count. In December 2024, Hotel101-Madrid received LEED pre-certification.

Hotel101-Madrid is located along Avenida Fuerzas Armadas, Valdebebas, Madrid, Spain, which is surrounded by major landmark buildings. Hotel101-Madrid is within walking distance to the Valdebebas Train Station, the IFEMA convention complex, one of the largest and busiest international trade exhibition hall in Madrid, and the Real Madrid sports center. It is within close vicinity to the new Madrid Barajas International Airport, and is expected to overlook a section of the track of the new Madrid Formula 1 circuit. Hotel101-Madrid targets domestic travelers in Spain, attendees, organizers and support staff of conferences, trade shows, exhibitions and other events held at the IFEMA convention complex and foreign tourists from other countries, including, in particular, Filipino travelers who visit Madrid.

On June 6, 2025, HBNB, through Hotel101 Global, entered into a 10-year partnership agreement with an affiliate of MATCH Hospitality AG, the official hospitality provider for the Formula 1 Spanish Grand Prix, to become an “Official Hotel” partner for the Formula 1 Spanish Grand Prix. The agreement would allow Hotel101-Madrid, once completed, to provide accommodation for attendees of the 2026 Formula 1 Spanish Grand Prix and beyond. On September 10, 2025, the GRI Institute awarded Hotel101-Madrid first place in the ‘Real Estate Destination of the Year’ category at the GRI Awards Real Estate – Europe 2025.

Hotels Under Planning and Development

As of December 31, 2025, HBNB had one hotel under the planning and development stage, namely Hotel101-Los Angeles.

Hotel101-Los Angeles

On September 27, 2023, Hotel101 Global, through Hotel101 Los Angeles LLC, entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the “Original Agreement”) for the acquisition of a 3,647 sq.m. lot of land in the Westlake North District of Los Angeles, California, U.S. (the “Los Angeles Property”), which was amended on November 13, 2023 (the “First Amendment Agreement”), November 21, 2023 (the “Second Amendment Agreement”) and November 12, 2024 (the “Third Amendment Agreement,” and together with the Original Agreement, the First Amendment Agreement and the Second Amendment Agreement, the “Los Angeles Property Acquisition Agreement”). On December 4, 2024, Hotel101 Los Angeles LLC fully paid for and acquired the Los Angeles Property pursuant to the Los Angeles Property Acquisition Agreement. HBNB expects to develop its third international Hotel101-branded development, named Hotel101-Los Angeles, on such land. Hotel101-Los Angeles is expected to have 427 rooms, subject to entitlement and zoning approval, and is expected to generate pre-selling sales revenue as a hybrid condotel project.

The site for Hotel101-Los Angeles is located in the Westlake North District of Los Angeles, which is a five-minute drive from downtown Los Angeles and a 20 minute-drive from the Los Angeles International Airport. Hotel101-Los Angeles is expected to target domestic travelers in the United States and foreign tourists from other countries, including, in particular, Filipino travelers who visit Los Angeles.

Sites with Definitive Agreements

On November 28, 2025 and January 20, 2026, HBNB announced the signing of definitive binding agreements for the development of Hotel101-Milan and Hotel101-Melbourne, respectively.

Hotel101-Milan

On November 28, 2025, HBNB announced a joint venture with definitive binding agreements signed for the development of HBNB’s fourth international Hotel101-branded hotel and second Hotel101-branded hotel in Europe, named Hotel101-Milan, in San Donato Milanese, Milan, Italy. Hotel101-Milan is expected to have approximately 429 rooms. Hotel101-Milan is expected to be developed on a 1.4-hectare site in the vibrant community of San Donato Milanese, home to ENI’s headquarters and located approximately 8.4 kilometers southeast of the Duomo di Milano and about a seven-minute drive from the Milan Linate Airport. HBNB believes the site offers high visibility along the Autostrada del Sole (A1), the longest motorway in Italy that links Milan to other major Italian cities such as Bologna, Florence, Rome and Naples, and positions Hotel101-Milan as an ideal gateway for leisure and business travelers seeking seamless access to Milan’s cultural and commercial hubs, complementing the existing hotel offerings in the area.

Hotel101-Milan is expected to offer modern rooms, 24/7 reception, all day dining, a 25-meter lapping pool, a full-size gym, a business center, function rooms, a children’s playground and pool, ample parking, luggage storage and other amenities and become one of the top three largest hotels in the metropolitan city of Milan, Italy in terms of room count. Hotel101-Milan is also designed to align with HBNB’s commitment to sustainable urban hospitality, incorporating energy-efficient designs, solar panels and community-integrated amenities.

Hotel101-Milan is expected to generate approximately EUR85.8 million in sales revenues once fully sold, based on an expected sale price of EUR 200,000. Hotel101-Milan is expected to be completed by 2028 and is expected to contribute to Milan’s economic growth through job creation, foreign investment and increased tourism, while attracting both local and foreign buyers under the Hotel101 unit ownership model.

Completion of the definitive binding agreements are subject to the satisfaction of the conditions precedent set forth in the definitive documents and the development of Hotel101-Milan is subject to customary national, regional and municipal regulatory approvals.

Hotel101-Melbourne

On January 20, 2026, HBNB announced the signing of definitive binding agreements for the development of its fifth international Hotel101-branded hotel, named Hotel101-Melbourne, in Melbourne, Victoria, Australia. Hotel101-Melbourne is expected to have approximately 766 rooms and to be developed at 540 Flinders Lane, Melbourne, Victoria, Australia, located in the heart of Melbourne’s Central Business District, in close proximity to Flinders Street and Southern Cross Train Stations and within walking distance to Southbank Entertainment Precinct and free tram zones. HBNB believes this location provides connectivity to key landmarks including Federation Square, the Arts Centre and the Melbourne Cricket Ground and is ideally situated to capitalize on Melbourne’s thriving tourism driven by year-round world-class annual events, including the Australian Open tennis tournament, the Formula 1 Australian Grand Prix, the Melbourne International Comedy Festival and the Melbourne Cup Carnival. This strategic site positions the property as an ideal hub for leisure and business travelers seeking seamless access to Melbourne’s cultural, commercial and sporting hubs and is expected to complement the existing hotel offerings in Melbourne’s Central Business District.

Hotel101-Melbourne is expected to generate approximately A$323.6 million in sales revenue once fully sold and is expected to be completed by 2029, forming part of Hotel101 Global’s global expansion strategy.

Hotel101-Melbourne is expected to offer 4-star amenities at affordable prices, including ample meeting spaces and a conference center tailored for business events. Guests are expected to be able to enjoy modern rooms, 24/7 reception, all day dining, swimming pool, full-size gym, business center, children’s pool, rooftop bar, ample parking, luggage storage and other amenities.

Completion of the definitive binding agreements are subject to the satisfaction of the conditions precedent set forth in the definitive documents and the development of Hotel101-Melbourne is subject to customary federal, state and local regulatory approvals.

MARKETING AND SALES

Pre-sales

HBNB is continuing to establish marketing offices and facilities globally in preparation for the pre-selling activities of its next Hotel101 projects in Niseko, Japan, and Madrid, Spain.

HBNB has opened and intends to continue opening marketing offices and facilities in strategic jurisdictions where it has existing Hotel101 projects or intends to have Hotel101 projects at some point in the future. As of December 31, 2025, HBNB had operational marketing offices in Singapore, the Philippines, Madrid (Spain), Hong Kong, Dubai (UAE), Taipei (Taiwan) and Mexico City (Mexico) and one operational marketing facility in Niseko (Japan).

HBNB also engages third-party brokers and marketing agents to promote, market and facilitate the sale of Hotel101 units. For example, H2 Christie’s International Real Estate has been appointed as the sole principal sales and marketing agency, with the ability to appoint sub-agents, for Hotel101-Niseko while multiple agents, including BAFRE Gestión y Servicios Inmobiliarios, S.L., have been appointed as non-exclusive agents for Hotel101-Madrid. In addition, individual brokers and marketing agents are appointed through Hotel101’s broker accreditation program for licensed agents and brokers, marketing partner agreements and other similar programs. These third-party brokers and marketing agents receive a sales commission for each completed sale of a hotel unit.

The marketing offices and facility of HBNB serve as venues for not only marketing events but also the orientation and onboarding of its agents. The marketing offices and facility can also serve as a venue to introduce Hotel101’s business model to potential joint venture partners and franchisees, potentially contributing to the Hotel101 brand equity.

Based on HBNB’s experience, the condotel or apartment-hotel set up is common and freely permitted in many jurisdictions. A Unit Owner’s investment is limited to their purchase of real estate, with the resulting title of their specific condo unit being delivered under their name — hence distinguishing HBNB’s business model from intangible time shares. HBNB does not collect any amounts for investment by HBNB in security instruments on behalf of the Unit Owners. Rather, their decision to enroll in the HBNB platform is akin to purchasing a traditional apartment unit and having a management group manage the leasing for short or long-term stays. Nevertheless, HBNB recognizes the offer and sale of Hotel101 units may raise securities law considerations in certain jurisdictions, including the United States, due to its qualification as an investment contract, and such jurisdictions may require HBNB to implement additional compliance procedures. As a result, HBNB typically seeks advice from legal counsel prior to entering a new jurisdiction. With respect to the United States, HBNB intends to rely on the safe harbor from registration under Rule 506(c) under the Securities Act, which permits general solicitation and advertising while restricting sales to accredited investors. HBNB intends to implement a robust accredited investor verification process, including potential third-party attestation and document review, to confirm investor eligibility. Additionally, HBNB intends to carefully review all marketing materials to avoid any misleading investment representations and ensure compliance with relevant laws. To facilitate compliance, HBNB intends to engage SEC-registered broker-dealers for securities-related transactions where required and work with licensed real estate professionals for the sale of Hotel101 units intended for residential use. HBNB is prepared to make all corresponding regulatory filings, including Form D with the SEC and any applicable state-level notice filings, to maintain full compliance. HBNB intends to rely on similar exemptions in other jurisdictions where it operates.

Hotel Operations

The marketing strategies and promotion activities of HBNB are aimed at increasing awareness and engagement with its operational hotel, driving increased traffic to the Hotel101 hotel website and Hotel101 App as well as its sales platforms across various channels, broadening guest engagement and raising the aided and non-aided awareness of Hotel101. HBNB may adapt its marketing strategies and promotion activities to attract new guests and increase its repeat guests and can leverage different marketing channels depending on its target audience.

HBNB’s marketing strategy include the following initiatives:

Booking Channels

HBNB offers its hotel rooms directly through its hotel websites, the Hotel101 App (for Hotel101 hotel bookings), to corporate accounts, to traditional travel agents (“TTAs”), to tour operators on a wholesale basis, or to individuals. In addition, indirect hotel booking channels, such as OTA platforms and other intermediaries, are also key customer acquisition channels.

OTAs

HBNB typically receives individual bookings from international markets through OTAs, primarily Expedia, Booking.com, Agoda and Trip. These OTAs may offer a wider customer reach and effective loyalty programs, potentially allowing HBNB to benefit from the growing use of OTAs.

OTAs typically encourage collaborative promotions to boost visibility and reach through search engine marketing and campaign promotions to international markets. OTAs also tend to issue email or mobile notifications to remind customers to complete their booking or revisit their previous searches. These initiatives enable OTAs, and by extension, HBNB, to market its hotel offerings automatically under prescribed algorithms.

TTAs

TTAs are offline travel agents typically with physical retail operations. HBNB does not allocate or wholesale its hotel rooms to TTAs. Each booking through TTAs is a back-to-back order from the end-guest. The growing prevalence of OTAs in recent years has diminished the importance of TTAs, especially among the younger generation of travelers.

Direct Booking Channels

HBNB believes its direct booking channels are less susceptible to changing landscape in the tourism market as there are no outgoing commission on such bookings. HBNB also “owns” the relationships with guests that book through its direct booking platforms and such direct guest access enables HBNB to proactively respond to their needs. HBNB’s direct booking channels include the following:

Bookings made through HBNB’s direct booking channels are paid prior to or upon check-out. Certain corporate customers are generally given a credit term of 30 to 60 days.

Hotel Guest Satisfaction

HBNB relies on online reviews to constantly improve its offering and services through addressing constructive guest feedback from reviews posted on online platforms, such as TripAdvisor, Facebook, Agoda, Booking.com, Trip.com, and Google reviews. HBNB also has established a complaint handling system with a dedicated customer service department to address guest concerns. Customer reviews and complaints are reported to management on a regular basis and used for staff training to avoid similar incidents in the future. HBNB also monitors the quality of its facilities and services in its hotels on a regular basis to ensure timely maintenance.

HBNB intends to establish similar guest satisfaction information systems and guest experience management processes for its hotels that become operational in the future.

COMPETITION

The hotels of HBNB are designed to cater to the mid-level value-oriented market and compete with other three-star hotels and alternative sources of accommodation, such as short-term lets of private property, within the areas where HBNB has current operations, such as Valdebebas (Madrid, Spain), and planned operations, such as, Hirafu (Niseko, Japan); Westlake North District of Los Angeles (California, United States); San Donato Milanese (Milan, Italy); Melbourne (Victoria, Australia); and other future Hotel101 sites.

The Hotel101 concept is also positioned as an alternative real estate investment to traditional rental properties. The Hotel101 concept, while similar to existing short-term apartment rental websites and application platforms in the sense that its inventory is owned by third-party Unit Owners, is distinct in the sense that Hotel101 offers uniform predictability of offering and consistency of quality.

SUPPLIERS

HBNB has a broad base of contractors, third-party brokers and marketing agents, suppliers and providers of materials and services and is not dependent on any one contractor, supplier or provider for its construction and development activities, pre-selling activities and hotel operations, as the case may be. HBNB believes that the materials and services required for its activities and operations can be easily sourced in the market, and therefore it is not, nor does it expect to be, dependent upon one or a limited number of contractors for construction and development activities, third-party brokers and marketing agents for its pre-selling activities or suppliers or providers for its essential raw materials or any other items. HBNB has adopted a policy on the accreditation and selection of suppliers and contractors through bidding.

The principal raw materials of HBNB for its construction and development activities are steel and cement. Contracts between HBNB and its contractors or suppliers contain warranties for quality and requirements for timely completion. In the event of delay or poor quality of work, the contractor or supplier may be liable to pay HBNB a penalty. HBNB has not had any material disputes with any of its contractors or suppliers. HBNB generally uses a standard form fixed-price turnkey contract for both its general and specialty construction contractors.

While HBNB, through Hotel101 Global, entered into a partnership agreement with Emma — The Sleep Company (“Emma Sleep”) in May 2023 for Emma Sleep to be the official mattress provider to all upcoming Hotel101 projects globally, HBNB believes that mattresses can be easily sourced in the market and does not expect that its hotel operations will be dependent on Emma Sleep. When practical, HBNB intends to outsource certain manpower for its hotels, such as housekeeping, janitorial, maintenance, and security services, to reputable third-party service providers on an annual contractual basis. These contracts would allow HBNB to terminate at any time, such as if the contractor fails to perform at an acceptable level.

CUSTOMERS

The customers of HBNB include (1) Unit Owners that purchase individual units in Hotel101 hotels and enter into long-term hotel management agreements with HBNB and (2) individuals, corporations and governmental agencies that purchase stays in Hotel101-Madrid and any future Hotel101 hotels of HBNB that become operational. HBNB’s customers for Hotel101-Madrid include domestic travelers in Spain and foreign tourists from other countries, including Filipino travelers familiar with the Hotel101 experience. HBNB expects its customers for Hotel101 hotels that become operational in the future will include domestic travelers in the country in which the Hotel101 hotel is located and foreign tourists from other countries, including Filipino travelers familiar with the Hotel101 experience.

EMPLOYEES

As of December 31, 2025, HBNB had a total of 60 full-time employees broken down by geography as follows:

As of December 31, 2025, HBNB had also engaged two contractors, one in the United States and one in the People’s Republic of China.

INTELLECTUAL PROPERTY

As of December 31, 2025, the following trademark is registered with the World Intellectual Property Organization by HOA, an affiliate of HBNB:

Trademark		Registrant		Issuing Entity		Registration Date		Expiration Date
		HOA		World Intellectual Property Organization		February 26, 2018		February 26, 2028

HBNB uses the Hotel101 trademark with the permission of HOA, its affiliate, on a royalty-free basis. As of the date of this Annual Report, there is no formal written trademark license agreement between HOA and HBNB governing the use of the Hotel101 trademark. HBNB’s use of the trademark is permitted by HOA by virtue of the affiliate relationship between the two entities, and HBNB does not pay any royalty or license fee to HOA in connection with such use.

HBNB owns the following domain names, among others: https://hotel101.com; https://hotel101global.com; and https://www.hotel101.com.ph.

HBNB believes that its operations are not materially dependent on any copyright, patent, trademark, license, franchise, concession or royalty agreement.

SEASONALITY

Due to its limited track record, HBNB has not experienced seasonality to date. Going forward, HBNB may experience seasonality in both revenue and costs, driven by travel patterns, holiday and local demand cycles. These seasonality events may cause higher or lower occupancy rates and average daily rates. Certain costs may also fluctuate as it moves with occupancy rates such as housekeeping, utilities, and guest amenities. Year end compensation, incentives or bonuses, whether required by law in certain jurisdictions, may also impact expenses.

HEALTH, SAFETY AND ENVIRONMENT

HBNB regards occupational health and safety as one of its most important corporate and social responsibilities. HBNB is subject to health, safety and environmental laws and regulations in the jurisdictions in which it operates, which generally require government permits and approvals at various project milestones and during hotel operations. HBNB maintains various environmental protection systems and conducts regular health and safety training, including quarterly evacuation drills at each hotel. For the years ended December 31, 2024 and 2025, HBNB had no incidents relating to deaths, nor serious injuries involving permanent or probationary employees.

HBNB is committed to sustainable development, which it regards as a core aspect of the Hotel101 brand. By integrating sustainable practices into both its construction and day-to-day operations, HBNB aims to protect the environment, appeal to eco-conscious guests, and reduce operational costs. Hotel101-Niseko was the first hotel project in Niseko, Hokkaido Prefecture, Japan to receive CASBEE certification, and Hotel101-Madrid has received LEED pre-certification, reflecting HBNB’s commitment to embedding sustainability standards across its properties.

CORPORATE SOCIAL RESPONSIBILITY

Environmental Sustainability

HBNB integrates sustainability into the planning and development of its hotel property developments and intends to integrate sustainability into the operation of its future hotels.

HBNB applies sustainability criteria aligned with the World Travel and Tourism Council’s Hotel Sustainability Basics and the ASEAN Green Tourism Standard to guide consistent practices across its portfolio.

As HBNB expands globally, these principles are applied to new projects. In December 2024, Hotel101-Madrid received LEED pre-certification. Hotel101-Madrid is designed to meet LEED certification standards, with a focus on energy efficiency, water conservation, sustainable materials and access to public and low-impact transport. Planned measures include rooftop solar panels, smart energy management technologies, water-efficient fixtures, waste segregation programs and reduced use of single-use plastics. On August 9, 2024, Hotel101-Niseko became the first hotel project in Niseko, Hokkaido Prefecture, Japan to secure a CASBEE certification, supporting building performance and operational efficiency. CASBEE is a Japanese framework for evaluating the environmental performance of buildings and built environments and CASBEE-certified projects are projects that have met specific standards on sustainability and efficiency.

Hotel101 continues to pursue green certifications for new projects to meet recognized environmental performance standards.

Social Impact

HBNB supports community well-being through purpose-built Hotel101 properties. As Hotel101 hotels are developed specifically for hospitality use, with hotel units offered for pre-sale, HBNB believes this model does not reduce residential housing supply.

HBNB engages in community and environmental initiatives. As HBNB expands globally, HBNB plans to prioritize local hiring and work with local service providers.

Industry Contribution

HBNB aims to contribute to the hospitality industry through operational efficiency, affordability and responsible development. Hotel101 properties are designed to provide consistent accommodations while integrating sustainability considerations from planning through operations.

Across new markets, Hotel101 focuses on efficient building systems, proximity to existing transport infrastructure and ongoing monitoring of energy, water, waste and emissions.

INSURANCE

HBNB obtains and maintains appropriate insurance coverage on its properties, assets and operations in such amounts and covering such risks as HBNB believes are usually carried by companies engaged in similar businesses and using similar properties in the same geographical areas as those in which HBNB operates. HBNB maintains insurance policies covering all risk of sudden, accidental and unforeseen, direct and physical loss, destruction of or damage to the property including but not limited to the following: comprehensive general liability; personal accident insurance for directors and officers; fire and lightning; bush fire and spontaneous combustion; windstorm, storm, typhoon, flood, tidal wave and tsunami; water damage caused by overflowing or bursting of water tanks, pipes or other apparatus and sprinkler leakage; explosion, falling aircraft, impact by road vehicles and smoke; earthquake shock and earthquake fire; volcanic eruption; subsidence, collapse and landslide; riot and strike and malicious acts; electrical injury; robbery and burglary; mechanical or electrical derangement failure or breakdown or boiler explosion; extra expense/standard charges; and third-party bodily injury and property damage, and business interruption resulting therefrom.

C. Organizational Structure

The following chart depicts a simplified organizational chart of the main subsidiaries, branches, representative offices and associates of HBNB as of the date of this Annual Report.

D. Property, Plants and Equipment

The investment properties of HBNB are stated at fair value, which has been determined based on valuations performed by an accredited independent appraiser. The fair values of the investment properties were arrived at using the market data approach for land and cost or income approach for buildings.

Hotels

The locations, descriptions and certain other information regarding the projects of HBNB under construction and planning and development as of December 31, 2025 are shown below:

HBNB has also signed definitive binding agreements for certain of its projects. In November 2025, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Milan. In January 2026, HBNB announced a joint venture with definitive binding agreements signed for the development of Hotel101-Melbourne. Completion of these definitive binding agreements is subject to the satisfaction of the conditions precedent set out therein, and the development of Hotel101-Milan and Hotel101-Melbourne is also subject to obtaining customary regulatory approvals from the relevant national, regional, municipal, federal, state and local authorities.

Other Properties

HBNB, through Hotel101 Global, owns a 205.97 sq.m. corporate office space located at #04-03 and #04-04 Plus Building, 20 Cecil Street, Singapore 049705.

HBNB also leased office spaces, including the following as of December 31, 2025: