HBNB

Business Context and Reporting Period

This filing is a Shell Company Report on Form 20-F for Hotel101 Global Holdings Corp. (HBNB), a Cayman Islands exempted company. The report covers the period surrounding the consummation of a business combination on June 30, 2025. HBNB was incorporated on March 13, 2024, specifically to effectuate the merger with JVSPAC Acquisition Corp. and Hotel101 Global Pte. Ltd. Following the closing, HBNB became the direct parent of Hotel101 Global and JVSPAC, with its ordinary shares commencing trading on the Nasdaq Capital Market under the ticker symbol HBNB on July 1, 2025.

Key Financial Metrics

The filing provides unaudited pro forma combined capitalization data as of December 31, 2024, reflecting the business combination. Detailed revenue, profit, and cash flow statements for the operating period are incorporated by reference from a Form F-4 and are not explicitly detailed in this text.

Share Capital: As of July 7, 2025, there were 234,152,398 ordinary shares outstanding.

Material Changes and Recent Developments

• Business Combination: On June 30, 2025, HBNB completed a merger with JVSPAC and Hotel101 Global. Hotel101 Global and JVSPAC are now wholly-owned subsidiaries of HBNB.
• Strategic Partnerships:
  • May 28, 2025: Signed an agreement with Saudi Arabia's Horizon Group for a joint venture to develop up to 10 Hotel101 projects in the Kingdom of Saudi Arabia.
  • June 6, 2025: Entered a 10-year partnership with an affiliate of MATCH Hospitality AG to become an "Official Hotel" partner for the Formula 1 Spanish Grand Prix.
• Investment in HOA: On January 21, 2025, Hotel101 Global acquired a 40% interest in Hotel of Asia, Inc. (HOA), accounted for using the equity method.
• Accounting Firm Change: Marcum LLP resigned as the independent registered public accounting firm effective June 11, 2025, following the acquisition of its attest business by CBIZ CPAs P.C. HBNB engaged CBIZ CPAs on July 2, 2025.

Guidance, Risks, and Contingencies

Management Commentary and Outlook: The filing contains forward-looking statements regarding the expected benefits of the business combination, future operational improvements, and capital investments. Management notes that actual results may differ materially due to various risks.

Key Risks and Contingencies:

• Liquidity Risk: The filing explicitly states that the cash ratio of Hotel101 Global is less than 1.0, exposing the subsidiary to liquidity risk.
• Internal Control Weaknesses: Material weaknesses were identified in Hotel101 Global's internal controls for 2023 and 2024, including improper use of borrowing rates, exchange rates, capitalization of development costs, and lack of review evidence for key controls.
• Operational Risks: Risks include project cost overruns, customer defaults on deferred payment schemes, competition for land acquisition, and reliance on third-party contractors for the Hotel101 App.
• Related Party Transactions: A substantial percentage of HOA's revenues are derived from transactions with affiliates.
• Listing Status: There is no assurance that HBNB Ordinary Shares will remain listed on Nasdaq; failure to comply with listing requirements could lead to delisting.

Investor Verification Checklist

• Verify the liquidity position of Hotel101 Global given the disclosed cash ratio of less than 1.0.
• Review the Form F-4 (File No. 333-287130) for detailed audited financial statements of HBNB, Hotel101 Global, HOA, and JVSPAC, as this filing incorporates them by reference.
• Assess the impact of material weaknesses in internal controls on the reliability of future financial reporting.
• Confirm the status of the 40% equity investment in HOA and the nature of related-party transactions affecting HOA's revenue.
• Monitor the Nasdaq listing compliance status of HBNB shares post-merger.
• Review the Clawback Policy and executive compensation structures detailed in the filing.