Hotel101 Global Holdings (NASDAQ: HBNB) OKs preferred shares and new charter

Rhea-AI Filing Summary

Hotel101 Global Holdings Corp. held an extraordinary general meeting on April 22, 2026, where shareholders approved all five proposals with 229,250,000 votes in favor and none against or abstaining. This represented approximately 97.95% of votes exercisable as of April 6, 2026.

Shareholders redesignated all Class A ordinary shares into a single class of ordinary shares, then increased authorized share capital from US$50,000 to US$100,050,000, now comprising 500,000,000 ordinary shares of US$0.0001 par value and 100,000,000 preferred shares of US$1.00 par value. The Board received broad authority to designate and issue classes or series of preferred shares and set their rights.

They also approved a second amended and restated memorandum and articles of association. This new charter reflects the revised share capital, embeds the Board’s preferred share powers, adjusts director election rights (including potential preferred holder rights), removes the compulsory annual general meeting and related financial reporting requirement, allows Nasdaq Listing Rules–compliant flexibility on auditor appointment, and permits shareholder notices via the company’s website.

Insights

Corporate governance analyst

Hotel101 gains flexible capital structure and updated governance without opposition.

Hotel101 Global Holdings Corp. now has a dual-class capital structure: ordinary shares plus a sizeable pool of preferred shares. The Board can create different preferred share series with customized rights, including dividends, conversion, redemption, voting power, and liquidation preferences.

The adoption of the second amended and restated memorandum and articles of association formalizes these changes and streamlines governance. It removes the compulsory annual general meeting requirement and shareholder power to set the maximum number of directors, while potentially granting preferred holders director election rights under specified circumstances.

The resolutions passed unanimously among votes cast, with about 97.95% of exercisable votes present, suggesting broad shareholder alignment. Future disclosures in company filings may specify when and how the Board chooses to issue any preferred share series under the new authority.

Key Figures

Shares entitled to vote: 234,032,386 ordinary shares Shares present: 229,250,000 ordinary shares Participation rate: 97.95% of votes exercisable +3 more

6 metrics

Shares entitled to vote 234,032,386 ordinary shares Entitled to vote as of April 6, 2026

Shares present 229,250,000 ordinary shares Present in person or by proxy at April 22, 2026 meeting

Participation rate 97.95% of votes exercisable Turnout relative to votes exercisable as of April 6, 2026

Old authorized share capital US$50,000 500,000,000 ordinary shares, US$0.0001 par value each, before changes

New authorized share capital US$100,050,000 500,000,000 ordinary shares and 100,000,000 preferred shares after increase

Preferred shares authorized 100,000,000 Preferred Shares Each preferred share has US$1.00 par value

Key Terms

Preferred Shares, extraordinary general meeting of shareholders, authorized share capital, Second Amended and Restated Memorandum and Articles of Association, +1 more

5 terms

Preferred Shares financial

"100,000,000 preferred shares of par value US$1.00 each (the “ Preferred Shares ”)"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

extraordinary general meeting of shareholders financial

"At the Extraordinary General Meeting of Shareholders (the “Meeting”) of Hotel101 Global Holdings Corp."

A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.

authorized share capital financial

"the Company’s authorized share capital be redesignated by taking the following steps"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

Second Amended and Restated Memorandum and Articles of Association regulatory

"the second amended and restated memorandum and articles of association of the Company"

Nasdaq Listing Rules regulatory

"including applicable rules relating to the qualification, listing and delisting of companies on The Nasdaq Stock Market LLC (“ Nasdaq ”) (the “ Nasdaq Listing Rules ”)"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 06:10 AM Learn about SEC filing dates

FAQ

What did Hotel101 Global Holdings (HBNB) shareholders approve at the April 2026 extraordinary meeting?

Shareholders approved all five proposals, including redesignating Class A ordinary shares into a single ordinary share class, increasing authorized share capital, authorizing the Board to issue preferred shares, granting general signing authority, and adopting a second amended and restated memorandum and articles of association.

How many Hotel101 (HBNB) shares were represented at the April 22, 2026 meeting?

At the meeting, 229,250,000 ordinary shares were present in person or by proxy. This represented approximately 97.95% of the votes exercisable as of April 6, 2026, when 234,032,386 ordinary shares were entitled to vote at the extraordinary general meeting.

How did Hotel101 (HBNB) change its authorized share capital and classes?

Authorized share capital increased from US$50,000 to US$100,050,000. This now consists of 500,000,000 ordinary shares with US$0.0001 par value and 100,000,000 preferred shares with US$1.00 par value, with preferred shares forming a separate class whose rights are set by the Board.

What authority did the Hotel101 (HBNB) Board receive regarding preferred shares?

The Board was authorized to issue one or more classes or series of preferred shares and fix their designations, powers, preferences, rights, and restrictions, including dividend, conversion, redemption, voting, and liquidation terms, provided such actions comply with applicable laws and Nasdaq Listing Rules where relevant.

What key governance changes are in Hotel101’s second amended and restated memorandum and articles?

The new memorandum and articles reflect the revised share capital, grant the Board preferred share issuance powers, address general preferred share rights, remove the annual general meeting requirement and related financial reporting duty, adjust director number-setting and possible preferred holder director election rights, and allow notices via the company’s website.

Did any shareholders vote against Hotel101’s April 2026 proposals?

No votes were cast against or as abstentions on any of the five proposals. Each resolution, including share redesignation, capital increase, Board authority over preferred shares, general authorization, and adoption of the new memorandum and articles, received 229,250,000 votes in favor and passed unanimously among votes cast.

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

_________________

FORM 6-K

_________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42727

_________________

HOTEL101 GLOBAL HOLDINGS CORP.
(Name of Registrant)

_________________

20 Cecil Street #04-03
Plus Building
Singapore 049705 (Address of Principal Executive Office)

_________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Results of Extraordinary General Meeting of Shareholders

At the Extraordinary General Meeting of Shareholders (the “Meeting”) of Hotel101 Global Holdings Corp. (the “Company”) convened on April 22, 2026 at 8:00 A.M. Eastern Time via virtual meeting, the shareholders of the Company adopted resolutions approving all five proposals considered at the Meeting.

As of the record date of April 6, 2026, there were 234,032,386 ordinary shares entitled to vote at the Meeting. A total of 229,250,000 ordinary shares, representing approximately 97.95% of the votes exercisable as of April 6, 2026, were present in person or by proxy at the Meeting.

All matters voted on at the Meeting were approved. The results of the votes were as follows:

1. Proposal No. 1 — Share Redesignation Proposal

Resolution		For		Against		Abstain
IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT: the Company’s authorized share capital be redesignated by taking the following steps, such that the authorized share capital of the Company be changed from US$50,000 divided into 500,000,000 Class A ordinary shares of par value US$0.0001 each (the “Class A Ordinary Shares”) to US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each (the “Ordinary Shares”): (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 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 Ordinary Shares with the same rights of Class A Ordinary Shares (the “Share Redesignation”).		229,250,000		0		0

2. Proposal No. 2 — Increase of Authorized Share Capital and Creation of Share Classes Proposal

Resolution		For		Against		Abstain
IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT: (a) conditional upon the passing of ordinary resolution on the Share Redesignation, the authorized share capital of the Company be increased from US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each to US$100,050,000 divided into: (i) 500,000,000 ordinary shares of par value US$0.0001 each; and (ii) 100,000,000 preferred shares of par value US$1.00 each (the “Preferred Shares”) (the “Increase of Authorized Share Capital and Creation of Share Classes”); (b) the Preferred Shares shall constitute a separate class of shares, the rights, preferences, privileges and restrictions of which shall be determined by the Board of Directors of the Company (the “Board”) in accordance with the second amended and restated memorandum and articles of association of the Company; and		229,250,000		0		0

1

Resolution		For		Against		Abstain
(c) for the avoidance of doubt: (i) all rights of the existing issued ordinary shares shall remain unchanged; and (ii) no shares shall be redesignated pursuant to this Resolution.

3. Proposal No. 3 — Delegation of Authority to the Board to Designate and Issue Preferred Shares Proposal

Resolution		For		Against		Abstain
IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT: (a) the Board be and is hereby authorized, 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 (b) the authority granted under this Resolution shall be exercised in compliance with applicable laws and regulations, including applicable rules relating to the qualification, listing and delisting of companies on The Nasdaq Stock Market LLC (“Nasdaq”) (the “Nasdaq Listing Rules”), to the extent applicable;		229,250,000		0		0

4. Proposal No. 4 — General Authorization Proposal

Resolution		For		Against		Abstain
IT IS HEREBY RESOLVED AS AN ORDINARY RESOLUTION THAT: (a) any two (2) authorized signatories of the Company as appointed and designated by the Board of Directors, acting jointly in accordance with the Company’s approved signing instructions, be and are hereby authorized, empowered and directed, acting in the name and on behalf of the Company, to execute and deliver all such agreements, instruments, certificates and other documents as such authorized signatories may consider necessary, appropriate or desirable in connection with or incidental to the foregoing resolutions, including the execution and delivery of any agreements, instruments or certificates in connection with any issuance of securities; and (b) any one director or officer of the Company be, and each of them hereby is, authorized, empowered and directed, acting in the name and on behalf of the Company, to do all such acts and things (other than the execution of documents) as such director or officer may consider necessary, appropriate or desirable in connection with or incidental to the foregoing resolutions, including the taking of any actions required to comply with applicable laws, regulations and listing rules.		229,250,000		0		0

2

5. Proposal No. 5 — Adoption of the Second Amended and Restated Memorandum and Articles of Association Proposal

Resolution		For		Against		Abstain
IT IS HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT: (a) conditional upon the passing of Ordinary Resolution 1 and Ordinary Resolution 2, the second amended and restated memorandum and articles of association of the Company, the marked-to-show-changes form of which is annexed as Annex A and the clean form of which is annexed as Annex B hereto (the “Second A&R M&A”), be and are hereby approved and adopted in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with effect from the close of the meeting; (b) without limitation to the generality of the foregoing, the Second A&R M&A shall provide for, among other matters: (i) the change in the authorized share capital; (ii) the authority of the Board, 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 annual general meeting requirement and, accordingly, the duty of the Company to report the financials of the Company to the shareholders at the annual general meeting; (v) the removal of shareholders’ power to determine 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 compulsory requirement to appoint an auditor for the Company; (vii)  the ability of the Company to give notice to the shareholders by publishing it on the Company’s website; and (viii)  other consequential, tidy-up and housekeeping changes.		229,250,000		0		0

3

Resolution		For		Against		Abstain
For the avoidance of doubt, the issuance of any series of Preferred Shares and the determination of the rights attaching thereto by the Board in accordance with the Second A&R M&A shall not constitute a variation of the rights of any existing class of shares and shall not require any further approval of the shareholders; (c) the registered office provider of the Company be authorized to file all requisite documents with the Registrar of Companies in the Cayman Islands in relation to the adoption of the Second A&R M&A and to take any and all other actions which may be necessary or desirable to give effect to the above resolutions.

A copy of the Second Amended and Restated Memorandum and Articles of Association is furnished hereto as Exhibit 3.1.

Exhibit Number		Description of Exhibit
3.1		Second Amended and Restated Memorandum and Articles of Association

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Date:		April 27, 2026
		HOTEL101 GLOBAL HOLDINGS CORP.
		By:		/s/ Marriana H. Yulo
		Name:		Marriana H. Yulo
		Title:		Authorized Signatory
		By:		/s/ Rodolfo Ma. A. Ponferrada
		Name:		Rodolfo Ma. A. Ponferrada
		Title:		Authorized Signatory

[Signature Page to Form 6-K]

5

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 1.5 MB