C06483-2026

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Aug 3, 2026
2. SEC Identification Number
A200115151
3. BIR Tax Identification No.
219-045-668
4. Exact name of issuer as specified in its charter
FERRONOUX HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
15th Floor, Jollibee Tower, F. Ortigas Jr. Road and Garnet Road, Ortigas Center, San Antonio, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
+(632)8779 6540
9. Former name or former address, if changed since last report
--
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 341,824,002
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Ferronoux Holdings, Inc.FERRO

PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing Reference: Rules on Backdoor Listing

Subject of the Disclosure

Property-for-share swap with Eagle I Landholdings, Inc.

Reason for Amendment: The prior disclosure is being amended to reflect the date of shareholder approval.
Background/Description of the Disclosure

We advise that at the special meeting of the Board of Directors Ferronoux Holdings, Inc. held today, 03 August 2026, the Board approved to amend the property-for-share swap with Eagle I as follows:

The property-for-share swap with Eagle I now involves 1 parcel of land of Eagle I (with an area of 33,077 square meters, more or less, located at Manila Bay Resorts, Asiaworld City Blvd., Parañaque City, and book value of approx. Php1,515,912,052), instead of 3, in exchange for the issuance of at least 356,000,000 common shares to be issued from the unissued and increase in the authorized capital stock of the Company. The transfer value of the Subject Property is its book value (or the “Transaction”).

This supersedes the plan originally approved by the Board on 18 December 2024, and by the shareholders on 19 March 2025, which were never implemented due to supervening events.
Date of Approval by Board of Directors Aug 3, 2026
Date of Approval by Stockholders Aug 25, 2026
Other Relevant Regulatory Agency, if applicable --
Date of Approval by Relevant Regulatory Agency N/A
Date of Approval by Securities and Exchange Commission, if applicable TBA
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

Property-for-share swap involving issuance of 356,000,000 common shares at approximately PhP4.26 per share or a total amount of Php1,515,912,052, out of the unissued and increase in capital stock of the Company, in exchange for 1 parcel of land owned by Eagle I located at Manila Bay Resorts, Asiaworld City Blvd., Parañaque City with a total area of 33,077 square meters, more or less, subject to compliance with the provisions of BIR Revenue Regulations No. 18-2001 and other related issuances on Tax-Free Exchange under Section 40(C)(2) of the NIRC, as amended by R.A. No. 11534 or the CREATE Act, fairness opinion of an independent third party and other terms and conditions agreed upon.

The Transaction is subject to shareholders’ approval and SEC approval as to the increase in authorized capital stock and confirmation of valuation. The Company shall obtain Certificates Authorizing Registration (CAR) from the Bureau of Internal Revenue to allow a Tax-Free Exchange transfer of the Subject Properties in favor of the Company in exchange for shares of stock.

The Company has set the shareholders’ meeting on 25 August 2026 for approval of the Transaction and the Company’s increase in capital stock. Thereafter, the relevant documents will be signed by the Parties and submitted to relevant government agencies. The full implementation of the Transaction is expected to be completed by fist quarter of 2027.
The reason/purpose of the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The Transaction aligns with the Company’s strategic objective to expand its business into real property development holding. Acquiring the Subject Property represents a valuable opportunity for the Company, given its prime location, accessibility, and potential for future development.

Notably, the acquisition of the Subject Properties holds significant potential to generate substantial value for the Company over time due to its strategic positioning. Moreover, the property-for-share swap arrangement enables the Company to secure these assets without an immediate cash outflow, preserving capital liquidity—a key advantage in maintaining financial flexibility.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis

The issuance of 356,000,000 common shares at approximately PhP4.26 per share or a total amount of PhP1,515,912,052 shall be paid by way of assignment of 1 parcel of land owned by Eagle I located at Manila Bay Resorts, Asiaworld City Blvd., Parañaque City with a total area of 33,077 square meters, more or less.
The basis upon which the consideration or the issue value was determined

The transfer value of the Subject Property is based on its book value.

The exchange price considered the Company’s historical stock price and the parties’ agreed-upon premium.
For cash considerations, the detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

The Company is geared towards advancing its business into real property development by undertaking strategic initiatives aimed at establishing presence in the real estate sector. Planned steps include identifying and acquiring prime real estate assets, conducting comprehensive market analyses, and developing projects that align with current market demand and future growth opportunities.

The Company intends to perform sustainable master planning, ensuring that all projects integrate environmentally conscious designs, efficient resource management, and innovative solutions that promote long-term community well- being. A key focus will be on mixed-use developments that combine residential, commercial, and recreational spaces to create vibrant, self-sustaining communities.

To enhance its portfolio, the Company will actively explore partnerships with global hospitality industry players and investors, aiming to incorporate hospitality-driven elements such as hotels and resorts into mixed-use projects. Additionally, the Company will seek to collaborate with local and regional developers, investors, and construction companies to expedite the development of these projects, targeting implementation at the soonest possible time, beginning in 2026.

The Company is currently working on a detailed business plan to guide its real estate ventures. This plan will include an assessment of potential properties for the highest and best use, ensuring that each acquisition and development is strategically aligned with market demand and economic feasibility.

The direction of this venture is aligned with the Company’s purpose of being a holding company primarily engaged in holding key investments. This new real estate initiative reflects a strategic expansion into premium assets driving long- term shareholder value.
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business

The Company is geared towards advancing its business into real property development by undertaking strategic initiatives aimed at establishing presence in the real estate sector. Planned steps include identifying and acquiring prime real estate assets, conducting comprehensive market analyses, and developing projects that align with current market demand and future growth opportunities.

The Company intends to perform sustainable master planning, ensuring that all projects integrate environmentally conscious designs, efficient resource management, and innovative solutions that promote long-term community well- being. A key focus will be on mixed-use developments that combine residential, commercial, and recreational spaces to create vibrant, self-sustaining communities.

To enhance its portfolio, the Company will actively explore partnerships with global hospitality industry players and investors, aiming to incorporate hospitality-driven elements such as hotels and resorts into mixed-use projects. Additionally, the Company will seek to collaborate with local and regional developers, investors, and construction companies to expedite the development of these projects, targeting implementation at the soonest possible time, beginning in 2026.

The Company is currently working on a detailed business plan to guide its real estate ventures. This plan will include an assessment of potential properties for the highest and best use, ensuring that each acquisition and development is strategically aligned with market demand and economic feasibility.

The direction of this venture is aligned with the Company’s purpose of being a holding company primarily engaged in holding key investments. This new real estate initiative reflects a strategic expansion into premium assets driving long- term shareholder value.

Effects in the listed company before and after the transaction on the following:

Increase in authorized capital stock
From 550,000,000
To 1,000,000,000
Nature of business
From Holding Company; The Company will remain a holding company and will not amend its registration statement.
To Holding Company; The Company will remain a holding company and will not amend its registration statement.
Corporate Name
From Ferronoux Holdings Inc.
To Ferronoux Holdings Inc.
Board of Directors
Name (Regular or Independent)
James G. Lorenzana Regular
Fiorello R. Jose Regular
Rex Peter G. Raz Regular
Johannes Benjamin R. Bernabe Regular
Philipe T. Aquino Regular
Abel M. Almario Regular
Mathew John G. Almogino Independent
Omar C. Taccad Independent
Kathryn Rosalie Faderon-Dionisio Independent
Principal Officers
Name Position/Designation
James G. Lorenzana Chairman
Abel M. Almario President
Johannes Benjamin R. Bernabe Treasurer/Chief Finance Officer
Phil Ivan A. Chan Corporate Secretary
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Please see attached Annex "A": - - - -

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares 341,824,002 727,824,002
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares 341,824,002 727,824,002
Treasury Shares
Type of Security /Stock Symbol Before After
N/A - -
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares 341,824,002 727,824,002
Effect(s) on the public float, if any The public float, which is currently 37.53% after Themis’ subscription of 80 million shares from the Company’s unissued capital stock and the cross of 133,530,241 shares from ISOC to Themis, shall become 21.75% after implementation of the Transaction (as revised) and the issuance of up to 30,000,000 common shares to investors to comply with minimum public ownership requirements.
Effect(s) on foreign ownership level, if any N/A
Additional information on the unlisted company
Nature and business

Eagle I is a domestic corporation duly established under Philippine laws and duly incorporated on 16 May 2008. Its primary purpose is to engage in activities of real estate, particularly acquire, purchase, lease, develop, exchange, assign, transfer, convey or otherwise alienate or dispose of any land or interest or right therein. It has an authorized capital stock of PhP 500,000,000.00 where PhP 480,000,000.00 is fully subscribed and paid.
Discussion of major projects and investments

Eagle I owns the properties where the Okada Manila complex is located. Okada Manila is a luxury integrated resort offering gaming, hospitality, entertainment, dining, and retail experiences.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
Eagle II Holdco, Inc. (Parent) 59.99
Brontia Limited (Parent) 39.99
Nobuki Sato <1
Mitsukazu Nakata <1
Abel M. Almario <1
Jose Lis C. Leagogo <1
James G. Lorenzana <1

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
Common Shares 500,000,000 500,000,000
Subscribed Shares
Type of Security Amount Number of Shares
Common Shares 480,000,000 480,000,000
Paid-Up Capital
Amount 480,000,000
Number of Shares 480,000,000
Issued Shares
Type of Security Amount Number of Shares
Common Shares 480,000,000 480,000,000
Outstanding Shares
Type of Security Amount Number of Shares
Common Shares 480,000,000 480,000,000
Par Value
Type of Security Amount
Common Share 1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Eagle II Holdco, Inc. 287,999,997 59.99
Brontia Limited 191,999,998 39.99
Nobuki Sato 1 <1
Mitsukazu Nakata 1 <1
Abel M. Almario 1 <1
Jose Lis C. Leagogo 1 <1
James G. Lorenzana 1 <1
Board of Directors
Name (Regular or Independent)
James G. Lorenzana Regular
Abel M. Almario Regular
Jose Lis C. Leagogo Regular
Nobuki Sato Regular
Mitsukazu Nakata Regular
Principal Officers
Name Position/Designation
James G. Lorenzana Chairman/President
Abel M. Almario Vice President
Jose Lis C. Leagogo Treasurer
Philipe T. Aquino Corporate Secretary
The interest which the directors of the parties to the transaction have in the transaction

Mr. Lorenzana, Atty. Almario, and Atty. Aquino did not vote and inhibited during the deliberation of the revised property-for-share-swap transaction.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

Steps to safeguard the interests of any independent shareholder is not applicable. A follow-on offering shall be conducted by the Company within one (1) year from closing or completion of the Transaction.
Other Relevant Information

On December 12, 2024, the Board approved, among others, Private Placement of Themis by way of subscription to 80,000,000 common shares in the Company to be issued from the authorized but unissued capital stock at a par value of One Peso (PhP 1.00) per share or a total amount PhP 80,000,000.00 equivalent to 23.40% of the Company. The Company shall issue the said 80,000,000 common shares to Themis upon execution of relevant subscription agreements upon receipt of 25% partial payment as well as payment of Documentary Stamp Taxes.

Subsequently, on December 18, 2024, the Board approved, among others, the following:

(1) Private Placement of Themis by way of subscription to 240,000,000 common shares in the Company to be issued from the increase in capital stock at a par value of One Peso (PhP 1.00) per share or a total amount of PhP 240,000,000.00 to be paid in cash or in property, as agreed upon;

2) Property-for-share swap involving issuance of 918,000,000 common shares at PhP 4.70 per share or a total amount of PhP 4,314,600,000.00, out of an increase in the capital stock by the Company, in exchange for 3 parcels of land owned by Eagle 1 situated in Brgy. Tambo, Parañaque with a total area of 94,144 square meters, subject to compliance with the provisions of BIR Revenue Regulations No. 18-2001 and other related issuances on Tax-Free Exchange under Section 40(C)(2) of the NIRC, as amended by R.A. No. 11534 or the CREATE Act, fairness opinion of independent third party and other terms and conditions agreed upon.

3) Private Placement of investors by way of subscription to 300,000,000 common shares of the Company to be issued out of the increase in capital stock to comply with the minimum public ownership requirement considering the transactions described in items (1) and (2) above. The final terms and conditions, including the price of the subscriptions, is yet to be determined and will be disclosed as soon as finalized.

This disclosure is being amended to reflect the revised terms of the property-for-share swap with Eagle I Landholdings, Inc., which is a part of the revised plan for the Company’s increase in authorized capital stock and related transactions approved by the Board of Directors today, 03 August 2026, to wit:

The property-for-share swap now involves 1 parcel of land of Eagle I (with an area of 33,077 square meters, more or less, located at Manila Bay Resorts, Asiaworld City Blvd., Parañaque City, and book value of approx. Php1,515,912,052) in exchange for the issuance of at least 356,000,000 common shares to be issued from the unissued and increase in the authorized capital stock of the Company. The transfer value of the Subject Property is its book value.

This supersedes the plan originally approved by the Board on 18 December 2024, and by the shareholders on 19 March 2025, which were never implemented due to supervening events.

Please refer to:

(I) Annex “B” for Eagle 1’s Audited Financial Statements for the years ended 31 December 2025;

(II) Annex “C” for Eagle 1’s latest General Information Sheet;

(III) Annex “D” for Eagle 1’s latest amended Articles of Incorporation; and

(IV) Annex “E” for Eagle 1’s latest amended By-laws.

Ferronoux will conduct a follow-on offering in accordance with the Revised Rules on Backdoor Listing within 1 year from completion of the property-for-share swap with Eagle I.

Reason for amendment: The prior disclosure is being amended to reflect the date of shareholder approval. Please see attached SEC Form 17-C.
Filed on behalf by:
Name Phil Ivan Chan
Designation Corporate Secretary