[SCHEDULE 13G] Hotel101 Global Holdings Corp. SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G
Rhea-AI Filing Summary
This Schedule 13G discloses concentrated ownership in Hotel101 Global Holdings Corp. (HBNB, CUSIP G46127109) by five reporting persons filing jointly: DoubleDragon Corporation, DDPC Worldwide Pte. Ltd., Hotel101 Worldwide Private Limited, Edgar J. Sia II and Tony Tan Caktiong. The statement reports beneficial ownership amounts and voting/dispositive powers for HBNB ordinary shares and cites the issuers reported outstanding share count used to calculate percentages.
Key ownership figures: DoubleDragon beneficially owns 195,510,000 shares (83.5%). DDPC holds 137,456,660 shares (58.7%). Hotel101 Worldwide holds 27,107,777 shares (11.6%). Edgar J. Sia II beneficially owns 215,059,984 shares (91.8%) including 19,549,984 sole-vote restricted executive shares. Tony Tan Caktiong beneficially owns 198,960,004 shares (85.0%) including 3,450,004 sole-vote restricted executive shares. The filing notes restricted-share arrangements and attaches the Restricted Share Subscription Agreement and a Joint Filing Agreement as exhibits.
Positive
None.
Negative
None.
Insights
TL;DR: Ownership is highly concentrated; founders and DoubleDragon effectively control the company.
The filing documents that a small group of affiliated entities and individuals collectively hold the vast majority of HBNB ordinary shares, with reported beneficial ownership exceeding 80% for several reporting persons and 91.8% for Edgar J. Sia II. The percentage base is explicitly the 234,152,398 issued and outstanding shares disclosed in the issuers Form 20-F. For investors, this concentration is material because it determines voting control and the ability to influence corporate decisions; the filing also clarifies which shares are restricted executive shares and identifies related dispositive and voting powers. All figures are reported directly in the statement.
TL;DR: The disclosure shows clear insider control and documents restricted-share buyback mechanics.
The Schedule 13G provides detailed allocations of sole and shared voting and dispositive power, including that Mr. Sia holds 19,549,984 sole-vote restricted shares and Dr. Tan holds 3,450,004 such shares, and that an Exhibit describes a Restricted Share Subscription Agreement covering an aggregate of 34,170,000 issued restricted shares. The Reporting Persons expressly disclaim group membership while filing jointly under a Joint Filing Agreement, a fact that is material to governance analysis. These are direct disclosures from the filing and inform assessments of control, minority protections and potential conflict-of-interest considerations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Hotel101 Global Holdings Corp.
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G46127109
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G46127109
1
Names of Reporting Persons
DoubleDragon Corporation
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PHILIPPINES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
195,510,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
195,510,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
195,510,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
83.5 %
12
Type of Reporting Person (See Instructions)
HC, CO
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
CUSIP No.
G46127109
1
Names of Reporting Persons
DDPC Worldwide Pte. Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
137,456,660.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
137,456,660.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
137,456,660.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
58.7 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
CUSIP No.
G46127109
1
Names of Reporting Persons
Hotel101 Worldwide Private Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
27,107,777.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
27,107,777.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,107,777.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.6 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: 1. Note to Rows 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
CUSIP No.
G46127109
1
Names of Reporting Persons
Edgar J. Sia II
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PHILIPPINES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
19,549,984.00
6
Shared Voting Power
195,510,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
215,059,984.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,059,984.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
91.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 1. Note to Rows 5, 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
CUSIP No.
G46127109
1
Names of Reporting Persons
Tony Tan Caktiong
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PHILIPPINES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,450,004.00
6
Shared Voting Power
195,510,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
198,960,004.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
198,960,004.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
85 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: 1. Note to Rows 5, 6, 8 and 9: See Item 4.
2. Note to Row 11: The percentage of the class of securities beneficially owned by such Reporting Person is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Hotel101 Global Holdings Corp.
(b)
Address of issuer's principal executive offices:
20 Cecil Street #04-03, Plus Building, Singapore 049705
Item 2.
(a)
Name of person filing:
This Statement on Schedule 13G ("Statement") is being jointly filed by (1) DoubleDragon Corporation ("DoubleDragon"), (2) DDPC Worldwide Pte. Ltd. ("DDPC"), (3) Hotel101 Worldwide Private Limited ("Hotel101 Worldwide"), (4) Edgar J. Sia II ("Mr. Sia") and (5) Tony Tan Caktiong ("Dr. Tan Caktiong") (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission ("SEC") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"). Neither the present filing nor anything contained herein shall be construed as an admission (i) that the Reporting Persons constitute a "person" for any purpose other than Section 13(d) of the Act or (ii) that the Reporting Persons constitute a "group" for any purpose, and each of the Reporting Persons expressly disclaims membership in a group.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 14, 2025, a copy of which is attached as Exhibit 99.1 to this Statement, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)
Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is as follows:
(1) DoubleDragon Corporation
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines
(2) DDPC Worldwide Pte. Ltd.
1 Marina Boulevard #28-00
One Marina Boulevard
Singapore 018989
(3) Hotel101 Worldwide Private Limited
20 Cecil Street, #04-03
Plus Building
Singapore 049705
(4) Edgar J. Sia II
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines
(5) Tony Tan Caktiong
10th Floor, Tower 1, DoubleDragon Plaza
DD Meridian Park
Corner Macapagal Ave and EDSA Extension
Bay Area
Pasay City, Metro Manila 1302
Philippines
(c)
Citizenship:
(1) DoubleDragon - Republic of the Philippines
(2) DDPC - Republic of Singapore
(3) Hotel101 Worldwide - Republic of Singapore
(4) Mr. Sia - Republic of the Philippines
(5) Dr. Tan Caktiong - Republic of the Philippines
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G46127109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The aggregate number and percentage of HBNB Ordinary Shares beneficially owned by each Reporting Person is set forth below. The percentage is calculated based upon an aggregate of 234,152,398 issued and outstanding HBNB Ordinary Shares as of July 7, 2025, as disclosed in the Shell Company Report on Form 20-F filed by the Issuer with the SEC on July 7, 2025.
(1) DoubleDragon beneficially owns an aggregate of 195,510,000 HBNB Ordinary Shares, which constitute 83.5% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (ii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide, an indirect subsidiary of DoubleDragon; and (iii) 30,945,563 HBNB Ordinary Shares of Double Dragon. DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, DoubleDragon is the parent company of DDPC and Hotel101 Worldwide and may be deemed to control DDPC and Hotel101 Worldwide. Thus, DoubleDragon may be considered to have beneficial ownership of the HBNB Ordinary Shares of DDPC and Hotel101 Worldwide.
(2) DDPC beneficially owns 137,456,660 HBNB Ordinary Shares, which constitute 58.7% of issued and outstanding HBNB Ordinary Shares.
(3) Hotel101 Worldwide beneficially owns 27,107,777 HBNB Ordinary Shares, which constitute 11.6% of issued and outstanding HBNB Ordinary Shares.
(4) Mr. Sia beneficially owns an aggregate of 215,059,984 HBNB Ordinary Shares, which constitute 91.8% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 30,945,563 HBNB Ordinary Shares of DoubleDragon; (ii) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (iii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide; and (iv) 19,549,984 HBNB Ordinary Shares, which are restricted key executive shares. DoubleDragon, DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, Mr. Sia may be considered to have beneficial ownership of the HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide.
(5) Dr. Tan Caktiong beneficially owns an aggregate of 198,960,004 HBNB Ordinary Shares, which constitute 85.0% of issued and outstanding HBNB Ordinary Shares, comprised of the following: (i) 30,945,563 HBNB Ordinary Shares of DoubleDragon; (ii) 137,456,660 HBNB Ordinary Shares of DDPC, a direct wholly-owned subsidiary of DoubleDragon; (iii) 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide; and (iv) 3,450,004 HBNB Ordinary Shares, which are restricted key executive shares. DoubleDragon, DDPC and Hotel101 Worldwide are the holders of record of their respective HBNB Ordinary Shares. However, Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, Dr. Tan Caktiong may be considered to have beneficial ownership of the HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the HBNB Ordinary Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person.
Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a "group" for the purposes of Section 13(d) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Section 13(d) of the Act.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Item 4(a) above and is incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) DoubleDragon: 0
(2) DDPC: 0
(3) Hotel101 Worldwide: 0
(4) Mr. Sia: 19,549,984 HBNB Ordinary Shares
(5) Dr. Tan Caktiong: 3,450,004 HBNB Ordinary Shares
(ii) Shared power to vote or to direct the vote:
Each of DoubleDragon, DDPC and Hotel101 Worldwide has voting power with respect to its 30,945,563 HBNB Ordinary Shares, 137,456,660 HBNB Ordinary Shares and 27,107,777 HBNB Ordinary Shares, respectively. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, and Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, DoubleDragon, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the combined 195,510,000 HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide; DoubleDragon, DDPC, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the 137,456,660 HBNB Ordinary Shares of DDPC; and DoubleDragon, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong share voting power with respect to the 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide.
(iii) Sole power to dispose or to direct the disposition of:
(1) DoubleDragon: 0
(2) DDPC: 0
(3) Hotel101 Worldwide: 0
(4) Mr. Sia: 0
(5) Dr. Tan Caktiong: 0
(iv) Shared power to dispose or to direct the disposition of:
Each of DoubleDragon, DDPC, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong has dispositive power with respect to its 30,945,563 HBNB Ordinary Shares, 137,456,660 HBNB Ordinary Shares, 27,107,777 HBNB Ordinary Shares, 19,549,984 HBNB Ordinary Shares and 3,450,004 HBNB Ordinary Shares, respectively. However, Mr. Sia, Chairman and Chief Executive Officer and a Director of DoubleDragon, and Dr. Tan Caktiong, Co-Chairman and a Director of DoubleDragon, may be deemed to control DoubleDragon, which in turn may be deemed to control its subsidiaries, DDPC and Hotel101 Worldwide. Thus, DoubleDragon, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the combined 195,510,000 HBNB Ordinary Shares of DoubleDragon, DDPC and Hotel101 Worldwide; DoubleDragon, DDPC, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the 137,456,660 HBNB Ordinary Shares of DDPC; and DoubleDragon, Hotel101 Worldwide, Mr. Sia and Dr. Tan Caktiong share dispositive power with respect to the 27,107,777 HBNB Ordinary Shares of Hotel101 Worldwide.
Mr. Sia has dispositive power with respect to his 19,549,984 HBNB Ordinary Shares and Dr. Tan Caktiong has dispositive power with respect to his 3,450,004 HBNB Ordinary Shares. However, as such shares are restricted key executive shares that are subject to buyback by the Issuer in the case of resignation or termination of Mr. Sia or Dr. Tan Caktiong, as the case may be, from their respective roles with the Issuer and/or its affiliates while any such restricted key executive shares remain unvested, Mr. Sia and Dr. Tan Caktiong, respectively, share dispositive power with the Issuer with respect to such restricted key executive shares. The foregoing description of the Restricted Share Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of Restricted Share Subscription Agreement attached as Exhibit 10.1 to this Statement and is incorporated by reference herein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DoubleDragon Corporation
Signature:
/s/ Ferdinand J. Sia
Name/Title:
Ferdinand J. Sia, Director
Date:
08/14/2025
DDPC Worldwide Pte. Ltd.
Signature:
/s/ Marriana Henares Yulo
Name/Title:
Marriana Henares Yulo, Director
Date:
08/14/2025
Hotel101 Worldwide Private Limited
Signature:
/s/ Marriana Henares Yulo
Name/Title:
Marriana Henares Yulo, Director
Date:
08/14/2025
Edgar J. Sia II
Signature:
/s/ Edgar J. Sia II
Name/Title:
Edgar J. Sia II
Date:
08/14/2025
Tony Tan Caktiong
Signature:
/s/ Tony Tan Caktiong
Name/Title:
Tony Tan Caktiong
Date:
08/14/2025
Exhibit Information
Exhibit 10.1 Form of Restricted Share Subscription Agreement by and among Hotel101 Global Holdings Corp. and certain key executives and/or employees of Hotel101 Global Holdings Corp. and/or its affiliates with respect to an aggregate of 34,170,000 HBNB Ordinary Shares issued to such individuals.
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons as required by Rule 13d-1(k)(1).
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