Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
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.
Exhibit
99.1
Hotel101
Global Holdings Corp. Takes Next Step for Proposed US$300 Million Series A Perpetual Preferred Share Offering
The
net proceeds of the proposed transaction are expected to be applied mainly toward fueling the Company's strategic expansion of Hotel101
projects worldwide, advancing its innovative, prop-tech hospitality platform, accelerating its progression to pure asset-light growth
and worldwide expansion
---
Singapore,
March 30, 2026 – Hotel101 Global Holdings Corp. (NASDAQ: HBNB) (“HBNB,” “Hotel101 Global” or the “Company”)
announced today that its Board of Directors has called for an extraordinary general meeting of shareholders to be held on or about April
22, 2026.
The
purpose of the extraordinary general meeting of shareholders is to secure shareholder approval for amendments to the Company’s
share capital structure, including the increase of authorized share capital by creation of a new class of preferred shares (the “Preferred
Shares”) and adoption of the second amended and restated memorandum and articles of association of the Company to reflect the change
in authorized share capital in connection with the Company’s capital raising strategy, including the proposed issuance of up to
US$300 million in Series A Preferred Shares and detachable warrants or other similar securities exercisable or convertible into the Company’s
ordinary shares (the “Proposed Transaction”) as previously disclosed by the Company on January 23, 2026. The Proposed Transaction
remains subject to applicable legal and regulatory restrictions, required corporate approvals, entry into definitive agreements, satisfying
(or obtaining the waiver of) on a timely basis the conditions in the definitive agreements expected to be entered into, relevant approvals
from and required registrations and filings with relevant regulatory authorities and other factors and conditions. There can be no assurance
that the Proposed Transaction will occur at all.
For
2026, the Company is targeting to further boost its strategic initiatives in securing commitments for a substantial portfolio of rooms
across multiple countries, primarily via joint ventures and licensing agreements with established local partners. This approach is designed
to enable efficient, scalable growth while leveraging regional expertise.
These
milestones form a key part of Hotel101 Global's vision towards its long-term goal to establish and operate one million Hotel101 rooms
across 100 countries.
Further
details regarding the extraordinary general meeting of shareholders will be set forth in a notice of extraordinary general meeting of
shareholders to be made available to shareholders in due course.
About
Hotel101 Global
Listed
on Nasdaq (Ticker: HBNB) with a market capitalization of approx. US$1.82 billion as of March 27, 2026, Hotel101 is an asset-light, prop-tech
hospitality platform pioneering a global standardized “condotel” business model. Hotel101 aims to disrupt the global hotel
and hospitality sector through its unique prop-tech business model that positions it to generate revenues twice: first, from the advance
sale of individual hotel units during the construction phase; and second, from long-term recurring revenue derived from day-to-day hotel
operations.
Hotel101
Global began accepting hotel guests at Hotel101-Madrid on March 16, 2026, the first operational global Hotel101 project. The Hotel101
Global group is advancing its global expansion plans towards its medium-term goal to be in 25 countries and its long-term goal of operating
one million Hotel101 rooms in 100 countries globally. The expansion of Hotel101 towards its long-term goal to operate in 100 countries
globally is expected to be driven mainly by joint ventures and license agreements with local developers in various countries worldwide.
THIS
ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER, SOLICITATION OR SALE OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION. NO OFFER OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF THE
SECURITIES ACT, OR AN EXEMPTION THEREFROM, AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW.
Forward
Looking Statements
This
document 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, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts contained in this document, including statements regarding the future financial position, business
strategy, plans and objectives of management for future operations of Hotel101 Global Holdings Corp. (“HBNB”) and its subsidiaries
(the “HBNB Group”), 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,” “set,” “expect,” “predict,” “proposed,” “potential”
or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, HBNB’s expectations
concerning its intention to conduct the Proposed Transaction, its intention to enter into one or more definitive agreements in connection
with the Proposed Transaction, its intention to issue the proposed preferred shares and/or detachable warrants or other similar securities
exercisable or convertible into the Company’s ordinary shares, the expected size of the Proposed Transaction, the timing of the
Proposed Transaction, the intended use of net proceeds of the Proposed Transaction, its global expansion plans and strategy, the location,
expected number of rooms and expected project completion dates, 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. 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. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to, the HBNB Group’s ability to execute on its business model, potential business expansion
opportunities in foreign countries and growth strategies, manage future growth, retain and expand customers’ use of its hotel services
and attract new customers, and source and maintain talent; risks relating to joint venture partners, including owners of pre-sold condotel
units in Hotel101 hospitality projects, who may have interests different from and may take actions that adversely affect the HBNB Group;
risks relating to project cost and completion; risks relating to the HBNB Group’s sources of cash and cash resources; risks relating
to offering deferred payment schemes, including the risk of customer default; the HBNB Group’s ability to effectively compete in
the highly competitive hospitality industry; any declines or disruptions in the travel and hospitality industries or economic downturn;
applicable laws and regulations to real estate development and marketing activities and hotel operation and management activities in
the jurisdictions where the HBNB Group has operations or intends to expand into; and other risks and uncertainties discussed in HBNB’s
Shell Company Report on Form 20-F and under the heading “Risk Factors” in HBNB’s registration statement on Form F-4
(File No.: 333-287130) and other documents to be filed by HBNB from time to time with the U.S. Securities and Exchange Commission.
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. There
may be additional risks that are not presently known to HBNB or that HBNB currently believes are immaterial that could also cause actual
results to differ from those contained in the 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 hereof. Forward-looking statements
set forth herein speak only as of the date of this document. 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.
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