C07381-2026

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)
Oct 13, 2026
2. SEC Identification Number
CS201210314
3. BIR Tax Identification No.
008-297-271-000
4. Exact name of issuer as specified in its charter
TUBIG PILIPINAS HOLDINGS INC.
5. Province, country or other jurisdiction of incorporation
NCR, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
3RD FLOOR, JTKC CENTRE, 2155 PASONG TAMO, MAKATI CITY Postal Code 1231
8. Issuer's telephone number, including area code
(02) 8813-8892 TO 97
9. Former name or former address, if changed since last report
N/A
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 SHARES 40,000,000,040
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.

Tubig Pilipinas Holdings Inc.TUBIG

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

Subject of the Disclosure

Comprehensive Corporate Disclosure on (1) the amendments to the Articles of Incorporation of Tubig Pilipinas Holdings Inc. (formerly Coal Asia Holdings Incorporated) ("TPHI" or the Company"), which include (a) the change in corporate name, (b) the change in corporate purposes, and (c) the increase in Authorized Capital Stock; (2) the proposed issuance of common shares of stock of the Company in exchange for 100% of the issued and outstanding capital stock of Tubig Pilipinas Group, Inc. ("TPGI)
Background/Description of the Disclosure

On December 22, 2025 and January 29, 2026, during the special board meeting held by the Board of Directors of the Company (the "Board"), the Board approved the Resolutions.. The Resolutions were likewise approved by the stockholders during a Special Stockholders' Meeting held on February 11, 2026 and August 5, 2026.

The Philippine Stock Exchange, Inc. ("PSE") deemed the Resolutions to be covered by its Revised Rules on Backdoor Listing ("Backdoor Listing Rules")

On March 2, 2026, the Company entered into a Share Swap Agreement with Pure Water Corporation ("Pure"), Quadwater Corporation ("Quad") , and CEF 2 AO9 B.V> ("CEF") (collectively, the "TPGI Shareholders"), whereby the TPGI Shareholders agreed to transfer to the Company 632,352,943 common shares of TPGI, representing 100% of its issued and outstanding capital stock, in exchange for the issuance by the Company of 66,460,000,000 common shares representing 62.43 of the resulting issued and outstanding capital stock of the Company.

On June 25, 2026, the Securities and Exchange Commission ("SEC") approved the Company's increase in authorized capital stock and amendment of its Articles of incorporation.

On September 3, 2026, the Company filed an application with the SEC for the amendment of its Registration Statement to reflect the changes in its corporate name, corporate purposes, corporate structure, and business operations. The Amended Registration Statement of the Company was approved by the SEC on October 8, 2026.

On October 6, 2026, the SEC confirmed that the mandatory tender offer requirement is not applicable to the Share Swap.

The Certificate Authorizing Registration ("CAR") for the Share Swap has not yet been issued by the Bureau of Internal Revenue ("BIR"). Accordingly, the Company has not yet issued the common shares pursuant to the Share Swap.
Date of Approval by Board of Directors Dec 22, 2025
Date of Approval by Stockholders Feb 11, 2026
Other Relevant Regulatory Agency, if applicable NA
Date of Approval by Relevant Regulatory Agency Oct 8, 2026
Date of Approval by Securities and Exchange Commission, if applicable Oct 8, 2026
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

On December 22, 2025, during its special board meeting, the Board unanimously approved the following Resolutions:
1. Amendments to the Articles of Incorporation

a. Change in Corporate Name of the Company from Coal Asia Holdings Incorporated to “Tubig Pilipinas Holdings Inc.”;

b. Amendment in the Primary and Secondary Purposes of the Company
iii. With the rest of the un-amended provisions in such articles re-numbered.

c. Increase in Authorized Capital Stock
i. From PESOS: FIVE BILLION (P5,000,000,000.00) divided into FIFTY BILLION (50,000,000,000) shares with a par value of Ten Centavos (P0.10) per share, to PESOS: THIRTEEN BILLION (P13,000,000,000.00) divided into ONE HUNDRED THIRTY BILLION (130,000,000,000) shares with a par value of Ten Centavos (P0.10) per share;
ii. And the subscription out of the increase of PESOS: EIGHT BILLION (P8,000,000,000.00) shall be at least twenty-five percent (25%) thereof or PESOS: TWO BILLION (P2,000,000,000.00), divided into TWENTY BILLION (20,000,000,000) shares, and out of such subscription, the paid-in capital shall be at least twenty-five percent (25%) thereof or PESOS: FIVE HUNDRED MILLION (P500,000,000.00);

2. Share Swap

The issuance by the Company of primary shares out of the increase in the Authorized Capital Stock at par value to Pure Water Corporation, Quadwater Corporation and, subject to the receipt of necessary approvals, CEF2 A09 B.V., in exchange for the transfer by them to the Company of up to one hundred percent (100%) of the outstanding capital stock of Tubig Pilipinas Group, Inc. (“TPGI”; and the transaction, the “Share Swap”), at a value determined based on an independent fairness opinion and valuation report.

Further details on the Share Swap will be disclosed once the terms and conditions are finalized.

3. Divestment of Titan Mining Energy Corporation

The divestment by the Company of its lone subsidiary, Titan Mining Energy Corporation (“TMEC”). Further details on the divestment of TMEC will be disclosed once the terms and conditions are finalized.

4. Other approvals related to the Resolutions above.

The Company has set the Special Stockholders’ Meeting on February 11, 2026 for the approval of the Resolutions. After the stockholders’ approval, the Company shall file an application for the increase of its Authorized Capital Stock to accommodate the Share Swap. Upon approval of the SEC of the increase in Authorized Capital Stock, the Share Swap will be executed. To comply with the Revised Backdoor Listing Rules of the Exchange, a follow-on offering is expected to be undertaken by COAL within one (1) year following the completion of the Share Swap.
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 propose increase in authorized capital stock is for the purpose of meeting the present and future business requirements of the Company, including the implementation of the Share Swap.

The Share Swap and the divestment of TMEC align with Company's strategic objective of pivoting its business from coal mining into water utilities. Acquiring TPGI represents a unique and valuatble opportuning for the Company to transform its business and play an important role in improving the quality of Philippine infrastructure and the delivery of basic services through the sustainable development of the country's water facilities.
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 aggregate value of TPHI's acquisition of TPGI is approximately PESOS: SIX BILLION SIX HUNDRED FORTY SIX MILLION (Php 6,646,000,000.00) based on an independent fairness opinion and valuation report prepared by independent valuation firm Isla Lipana & Co.

Pursuant to the Share Swap Agreement dated March 2, 2026, the consideration shall be satisfied through the issuance by the Company of 66,640,000,000 common shares at a par value to Pure, Quad, and CEF, in exchange for the transfer of TPHI of 632,352,943 common shares of TPGI, representing 100% of its issued and outstanding capital stock.

The issuance of the TPHI shares remains subject to the BIR's issuance of the CAR for the Share Swap.

Pursuant to the Share Purchase Agreement dated July 1, 2026, the aggregate consideration for the sale by TPHI of its 100% equity interest in TMEC to South Eastern Energy Corporation is PESOS: FORTY FIVE MILLION SIX HUNDRED THOUSAND (Php 45,600,000.00) TPHI received the full payment the consideration on July 1, 2026.
The basis upon which the consideration or the issue value was determined

Share Swap
The price of Ten Centavos (P0.10) for the TPHI shares to be issued to TPGI shareholders in consideration of their transfer of TPGI shares to TPHI was determined by the Board of TPHI based on the par value of Ten Centavos (P0.10) per share of the Company's Authorized Capital Stock. Under the applicable law, primary shares must be issued at a price that is not less that the par value of the Company's shares as fixed in the Articles of Incorporation.

The value of the TPGI shares to be infused into TPHI was agreed among the parties as a reasonable value after extensive negotiations informed by an independent fairness opinion and valuation report dated January 29, 2026 prepared by Isla Lipana & Co. The valuation range in the valuation report was independently estimated by Isla Lipana & Co. using a combination of the income and market approaches. This valuation has been relied upon by TPHI's shareholders and directors when they approved the share issuance in exchange for the TPGI shares.

Divestment of TMEC

The consideration for the divestment by TPHI of TMEC to South Eastern Energy Corporation was determined based on an independent fairness opinion and valuation report dated September 10, 2025 prepared by Isla Lipana & Co.
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

(1) The matters that have been approved by the Board in its meeting on December 22, 2025 and January 29, 2026 and the Stockholders at the Special Stockholders' Meeting last February 11, 2026 and August 5, 2026, and

(2) the contemplated subsequent follow-on-offering are the steps being undertaken by the Company in order to advance its business.
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

(1) The matters that have been approved by the Board in its meeting on December 22, 2025 and January 29, 2026 and the Stockholders at the Special Stockholders' Meeting last February 11, 2026 and August 5, 2026, and

(2) the contemplated subsequent follow-on-offering are the steps being undertaken by the Company in order to advance its business.

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

Increase in authorized capital stock
From Five Billion Pesos (P5,000,000,000.00) divided into Fifty Billion (50,000,000,000) shares with a par value of Ten Centavos (P0.10) per share.
To Thirteen Billion Pesos (P13,000,000,000.00) divided into One Hundred Thirty Billion (130,000,000,000) shares with a par value of Ten Centavos (P0.10) per share.
Nature of business
From To engage in the business of holding companies engaged in the business of water distribution, supply, sewage, septage and bulk supply, and their related activities”
To To engage in the business of holding companies engaged in the business of water distribution, supply, sewage, septage and bulk supply, and their related activities”
Corporate Name
From COAL ASIA HOLDINGS INCORPORATED
To TUBIG PILIPINAS HOLDINGS, INC.
Board of Directors
Name (Regular or Independent)
Ryan Wesley T. Yapkianwee Regular
Howard Conrad T. Sy Regular
Dexter Y. Tiu Regular
Eric Peter Y. Roxas Regular
Victor B. Valdepeñas Independent
Luis Juan B. Oreta Independent
Roland Samuel T. Young Independent
Principal Officers
Name Position/Designation
Ryan Wesley T. Yapkianwee President and Chairman
Conrado Ma. Leandro Francisco G. Belisario Chief Executive Officer
Mark Eric C. Roxas Treasurer
Eric Peter Y. Roxas Corporate Secretary
Maria Carla Josefa G. Campos Chief Financial Officer
Shawn Kimberly C. Yao Investor Relations Officer
Rosanna T. Desiderio Compliance Officer and Chief Information Officer
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Pure Water Corporation 11,840,585,007 29.6 40,086,085,007 37.65
Quadwater Corporation 11,840,585,005 29.6 40,086,085,005 37.65
Pure Energy Holdings Corporation 4,990,229,985 12,48 4,990,229,985 4.69
CEF2 A09 B.V. 0 0 9,969,000,000 9.36
Directors and Officers 2,000,013 0.01 2,000,013 0
Public Float 11,326,600,030 28.31 11,326,600,030 10.64
Total 40,000,000,040 100 106,460,000,040 100

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / TUBIG 40,000,000,040 106,460,000,040
Outstanding Shares
Type of Security /Stock Symbol Before After
COMMON SHARES /TUBIG 40,000,000,040 106,460,000,040
Treasury Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / TUBIG 0 0
Listed Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / TUBIG 40,000,000,040 40,000,000,040
Effect(s) on the public float, if any Reduction, after the completion of the Share Swap, from 28.31% to 10.64%
Effect(s) on foreign ownership level, if any N/A
Additional information on the unlisted company
Nature and business

Tubig Pilipinas Group Inc. (“TPGI”) was incorporated under the laws of the Philippines and maintains its registered office address and principal place of business at 3/F JTKC Centre, 2155 Don Chino Roces Ave., Makati City, 1231. TPGI was incorporated for the primary purpose to carry on the general business of operating, managing, maintaining and rehabilitating waterworks, sewerage and sanitation systems and services, specifically, (see full text on the attachment p.9)
Discussion of major projects and investments

TPGI was incorporated on October 27, 2014 with the goal to own, operate, manage and rehabilitate waterworks, sewage and sanitation systems and services and supply clean, potable water to unserved or underserved communities outside Metro Manila. TPGI currently has a roster of 12 operational plants nationwide, 5 projects in construction, as well as other projects at various stages in the pipeline.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
TUBIG PILIPINAS GROUP, INC. (UP TO) 100.00%

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
COMMON SHARES 2,000,000,000.00 2,000,000,000
Subscribed Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Paid-Up Capital
Amount 232,767,113.00
Number of Shares 232,767,113
Issued Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Outstanding Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Par Value
Type of Security Amount
COMMON SHARES 1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Pure Water Corporation 268,749,998 42.50%
Quadwater Corporation 268,749,997 42.50%
CEF2 A09 B.V. 94,852,942 15.00%
Directors and Officers 6 0.00%
Total 632,352,943 100.00%
Board of Directors
Name (Regular or Independent)
Dexter Y. Tiu Regular
Ryan Wesley T. Yapkianwee Regular
Conrado Ma. Leandro Francisco G. Belisario Regular
Howard Conrad T. Sy Regular
John Benedict B. Victorino Regular
Principal Officers
Name Position/Designation
Ryan Wesley T. Yapkianwee President
Conrado Ma. Leandro Francisco G. Belisario Treasurer
Eric Peter Y. Roxas Corporate Secretary
The interest which the directors of the parties to the transaction have in the transaction

Dexter Tiu is a shareholder and director both of TPGI and TPHI . He has 1 share in TPGI and 1 share with TPHI
Eric Peter Y. Roxas shareholder, director and Corp. Sec of both TPGI and TPHI. He has 1 share in TPGI and 2,000,000 shares with TPHI
Ryan Wesley T. Yapkianwee sharehold and Chairman and President both of TPGI and TPHI. He has 1 share in TPGI and 1 share with TPHI.
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

Pursuant to a Share Purchase Agreement dated September 26, 2025, as amended on December 18, 2025, Pure, Quad and PEHC acquired 71.68% of TPHI's issued and outstanding capital stock. In compliance with Section 19 of the Securities Regulation Code and Rule 19 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code, as amended, Pure and Quad conducted a tender offer (the " Mandatory Tender Offer") from November 14, 2025 to December 12, 2025. No shares were tendered during the Mandatory Tender Offer period.

On January 19, 2026, the Company sent a letter to the SEC requesting confirmation that the issuance of additional common shared through the Share Swap to its existing shareholders, Pure and Quad, and new shareholder CEF, pursuant to the Company's increase in authorized capital stock, would not trigger an additional mandatory tender offer obligation, considering that a Mandatory Tender Offer has already been conducted in 2025 in connection with the acquisition of control of the Company of Pure, Quad and PEHC.

On October 6, 2026, the SEC confirmed that issuance of additional common shares pursuant to the Share Swap would not trigger an additional mandatory tender offer obligation.

In addition , TPHI shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by the Company within one (1) year from the completion of the Share Swap. These follow-on offering will be undertaken in compliance with the required minimum 20% public float.
Other Relevant Information

On September 3, 2026, the Company filed an application with the SEC for the amendment of its Registration Statement to reflect the changes in its corporate name, corporate purposes , corporate structure and business operations. The amendments are intended to ensure that investors are provided with updated information in compliance with applicable regulations.

On October 8, 2026, the SEC approved the Company's Amended Registration Statement.

In addition, TPHI shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by the Company within one (1) year from the completion of the Share Swap.

For additional information, the Amended Articles of Incorporation, By laws, 2026 General Information Sheet and the latest Audited Financial Statements of TPGI are attached as Annexes A, B, C, D, E and F respectively.

Pure Water 2025 Audited FS is for approval by the auditor and will be released October 20, 2026
Filed on behalf by:
Name Rosanna Desiderio
Designation Chief Information Officer/Investor Relations Officer/Compliance Officer