C07820-2026

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)
Nov 4, 2026
2. SEC Identification Number
013039
3. BIR Tax Identification No.
000-484-693-000
4. Exact name of issuer as specified in its charter
PACIFICA HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
China Bank Corporate Center, Lot 2, Samar Loop corner, Road 5, Cebu Business Park, Brgy. Mabolo, Cebu City Postal Code 6000
8. Issuer's telephone number, including area code
(032) 260-0005
9. Former name or former address, if changed since last report
PACIFICA, INC. / c/o Manila Harbour Centre, R-10, Vitas, Tondo, Manila
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 325,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

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.

Pacifica Holdings, Inc.PA

PSE Disclosure Form LR-1 - Comprehensive Corporate Disclosure on Issuance of Shares (Private Placements, Share Swaps, Property-for-Share Swaps
or Conversion of Liabilities/Debt into Equity) Reference: Rule on Additional Listing of Securities

Subject of the Disclosure

Private Placement Transaction relating to the Issuance of 375,000,000 Common Shares out of the unissued capital stock of the Corporation
Background/Description of the Disclosure

During the Special Meeting of the Board of Directors on 23 October 2026, the Board approved the issuance of a total of Three Hundred Seventy Five Million (375,000,000) common shares out of the unissued but authorized capital stock of the Corporation to not more than nineteen (19) subscribers (“Private Placement Transaction”).

The Private Placement Transaction consists of the following subscriptions and issuance:

(i) the subscription by and issuance to Unido Capital Holdings, Inc. (“Unido”), the current majority shareholder of the Corporation, of One Hundred Thirty One Two Hundred Fifty Thousand (131,250,000) common shares (the “Unido Subscription”); and
(ii) the subscription by and issuance to eight (8) other identified investors of an aggregate of Two Hundred Forty Three Million Seven Hundred Fifty Thousand (243,750,000) common shares (the “Investors’ Subscription”).

During the same Board meeting, the Board also approved the listing of the Three Hundred Seventy Five Million (375,000,000) Common Shares out of the unissued but authorized capital stock of the Corporation, issued pursuant to the Private Placement Transaction.
Date of Approval by Board of Directors Oct 23, 2026
Comprehensive Corporate Disclosure
Description of the proposed transaction including the timetable for implementation, and related regulatory requirements

The proposed transaction consists in the issuance of a total of 375,000,000 Common Shares out of the unissued but authorized capital stock of the Corporation to not more than 19 subscribers.

The Private Placement Transaction consists of the following issuance and subscriptions:
(i) The issuance to and the subscription by Unido Capital Holdings, Inc. (“Unido”), the current majority shareholder of the Corporation to One Hundred Thirty One Million Two Hundred Fifty Thousand (131,250,000) common shares (the “Unido Subscription”) at a subscription price of One Peso and Forty Centavos (PhP1.40) per share or a total subscription of One Hundred Eighty Three Million Seven Hundred Fifty Thousand Pesos (PhP183,750,000.00) (“Unido Subscription Price”), which is payable in cash. The Unido Subscription is priced at a premium over par, as well as the thirty (30)-day volume weighted average price (30-day VWAP) of the shares of the Corporation trading on the PSE. The Unido Subscription is expected to represent Eighteen Point Seventy Five Percent (18.75%) of the expanded issued and outstanding capital stock of the Corporation following issuance of the shares pursuant to such subscription and is expected to bring Unido’s total shareholding to Forty Seven Point Zero Four Percent (47.04%) (taking into account the Investors’ Subscription [as defined below]); and
(ii) The issuance to and subscription by eight (8) other identified investors (“Investor to an aggregate of Two Hundred Forty Three Million Seven Hundred Fifty Thousand (243,750,000) common shares (the “Investors’ Subscription”) at a subscription price equal to the par value of One Peso (PhP1.00) per share, or a total subscription of Two Hundred Forty Three Million Seven Hundred Fifty Thousand Pesos (PhP243,750,000.00). The Investors’ Subscription will not result in any of the identified investors holding a substantial interest in the Corporation, since each investor will not be issued more than Five Percent (5%) of the expanded issued and outstanding capital stock of the Corporation following issuance of the shares from such subscriptions (taking into account the Unido Subscription). The issuance of shares as a result of the Investors’ Subscription, however, will (in the aggregate) increase public ownership to Forty Five Point One Percent (45.1%). Please refer to the attached Annex “A” for the breakdown of the subscriptions and issue price for each of the Investors.

Timetable
• Following the approval by the Board of Directors of the aforesaid issuance shares on 23 October 2026, execution of the Subscription Agreements between the Company and the aforementioned investors to the Private Placement Transactions were commenced. Currently, all such agreements have been fully executed.
• Thereafter, payment of the documentary stamp tax (DST) for the issuance of shares will be effected. As the subscription agreements were executed on 23 October 2026, consistent with the requirements of law, DST payment is expected to be paid no later than 5 November 2026.
• Within a reasonable time from the approval by the Board of the Private Placement Transaction, and consistent with the rules of the PSE, specifically PSE Memorandum CN – No. 2023-0012 dated 21 March 2023, which requires the listing of all issued shares of a company listed on the PSE, an application for the listing of shares issued as a consequence of said Private Placement Transaction shall be filed with the PSE.

The listing of the subscribed shares shall be conditioned on the receipt of full payment of the subscription price for each of the issuance to Unido and the other investors, which payment is expected to be at or about the time that the Subscription Agreements are fully executed and in any case, no later than 30 October 2026. The Corporation also intends to seek the approval and ratification of stockholders for said issuance and the listing of the shares during a special meeting of the stockholders held 9 December 2026.
Rationale for the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The Private Placement Transaction is intended as an additional capital raising exercise to support the Corporation’s future investment prospects and strategic projects, provide additional working capital and reserves, and fund general and administrative expenses.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any agreements for payment on a deferred basis

The aggregate value of the consideration for the Unido Subscription and the Investors’ Subscription is Four Hundred Twenty Seven Million, Five Hundred Thousand Pesos (PhP427,500,000.00), broken down as follows: (i) One Hundred Eighty Three Million Seven Hundred Fifty Thousand Pesos (PhP183,750,000.00), Unido Subscription; and (ii) Two Hundred Forty Three Million Seven Hundred Fifty Thousand (PhP243,750.000.00), Investor’s Subscription.

The subscription agreements agreed upon provide that payment for the subscription of the shares covered by the Private Transaction shall be paid in cash and on or about the date of execution of the respective agreements, which in any case shall be no later than 30 October 2026.
The basis upon which the consideration or the issue value was determined

The consideration for the Unido Subscription of One Peso and Forty Centavos (PhP1.40) per share was determined taking into account the par value of the shares of the Corporation and the thirty (30)-day volume weighted average price (30-day VWAP) of the shares of the Corporation trading on the PSE for the 30-day trading period prior the approval of such issuance of One Peso and Thirty-three centavos (PhP1.33) plus a slight premium of Seven centavos (PhP0.07).

The consideration for the Investors’ Subscription was based on the par value of the Corporation shares of One Peso (PhP1.00) per share as provided in its Articles of Incorporation.
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

Proceeds from the Private Placement Transaction in the amount of Three Hundred Seventy Five Million (375,000,000) new common shares, amounting to Four Hundred Twenty Seven Million, Five Hundred Thousand Pesos (PhP427,500,000.00), shall be applied as follows:

1. Future investment prospects and strategic projects of the Corporation, subject to evaluation and approval by the Board of Directors - Php213,750,000.00
2. Working capital and reserve, to be deployed for the above purposes as opportunities and requirements arise - Php128,250,000.00
3. General and administrative expenses, including professional fees, regulatory and compliance costs, and other operating requirements - Php85,500,000.00
Identity and/or corporate background of the beneficial owners of the shares subscribed, including the following
Beneficial Owners/Subscribers Nature of Business Nature of any material relationship with the Issuer and the parties to the transaction, their directors/officers or any of their affiliates
Unido Capital Holdings, Inc. Holding Company. Further corporate background is provided in the attached Annex “B”. Unido is a current shareholder of the Corporation indirectly holding a total of 198,048,420 shares representing 60.94% of the current outstanding capital stock of the Corporation Unido is a wholly-owned subsidiary of Seventyseven Holdings Inc., with Atty. Lowell Yu as the beneficial owner and director thereof. Atty. Lowell Yu and Mr. Christian Francis Reyes are directors of both Unido and the Corporation
Raymund T. Pua Mr. Pua holds a Bachelor of Arts degree in Political Science, with a minor in Organizational Development, from the De La Salle University in Manila. He is currently the President of Reloader Tech Philippines, Inc This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors
Gary A. Vargas Mr. Vargas holds a Bachelor of Arts degree in Economics from the University of Santo Tomas-Legazpi. In 1979, he earned his Master’s degree in Business Administration from the Ateneo de Manila Graduate School. He is currently the President of Multisave Credit Corporation. He previously served as President of First Naga Rural Bank from 2016 to 2018. He also served as Senior Vice President and Head of the Consumer Banking Group of China Bank Savings / Planters Development Bank from 2011 to 2016. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Jerry Sun Mr. Sun holds a Bachelor of Science degree in Marine Biology from the University of San Carlos. He is currently the President of Manila HJR Marketing Corporation and Kryos Cold Storage and Logistics Corp. Mr. Sun also serves as a director of several companies, including (i) HJR International Corporation; (ii) Bulacan HJR Corporation; (iii) Butuan HJR International Corporation; (iv) Nexland Estate Ventures, Inc.; and (v) Philippine Eugenics Agri-Tech Corp. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Anthony C. Gaw Mr. Gaw holds a degree in Bachelor of Science in Electronics & Communications Engineering from the University of Santo Tomas, Manila. Mr. Gaw is the founder and owner of Golden Touch Imaging Specialist, Inc. since 1986 — an integrated production house spanning photo laboratory services, large-format print manufacturing, and a portfolio of owned billboard structures in the Philippine out-of-home market. He is also the Chairman and President of Tiger Software Developers and Integrators. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Clinton L. Ang Mr. Ang holds a degree in Bachelor of Science in Business Management from the University of British Columbia. Mr. Ang is the owner and manager of Seng Bee Champion Grocery in Binondo, Manila since 1996. He has over 29 years of hands-on experience in retail grocery operations, including daily store management, purchasing, inventory control, customer service, and staff supervision in one of Manila’s established Chinatown trading districts. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Roan B. Torregoza Ms. Roan Buenaventura-Torregoza holds a Bachelor of Science degree in Business Administration from the University of the Philippines – Diliman. In 2013, she earned her Master’s degree in Business Administration, with a concentration in Finance, from the Asian Institute of Management. She currently serves as the Chief Financial Officer of 8990 Holdings, Inc. She is also the Chairman and Chief Financial Officer of D818 Corporation. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Alex C. Roleda Mr. Roleda holds a degree in Bachelor of Science in Nursing from Silliman University. Currently, he is the President of 28 ARC Ventures, Inc. and Autobahn Negros Isle, Inc. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Roberto P. Balili II Mr. Balili holds a degree in Bachelor of Science in Nursing and Dietetics from Cebu Doctors’ University. Currently, he is the President of LA Food Corporation. This Investor has no material relationship with the Issuer, its directors/officer or any of their affiliates, nor any other party/investors to the Private Placement Transaction. Given this, this Investor is not a Related Party of the Issuer (as defined in the rules of the PSE). Further, this Investor is acting for his own benefit (and not for others) and is not in concert with any other person including Unido and the other Investors.
Organizational/Ownership Structure of Subscribers
Controlling Shareholders of Subscribers Number of Shares Held %
Seventyseven Holdings Inc. (parent of Unido Capital Holdings, Inc.) 287,499,998 99.99
For subscribers with no track record or with no operating history: the Subscriber must present a statement of active business pursuits and objectives which details the step undertaken and proposed to be undertaken by the Issuer in order to advance its business. Projected financial statements shall only be required should there be references made in the Statement to forecasts or targets

N/A
The interest which directors of the parties to the transaction have in the proposed transaction

Atty. Lowell Yu and Mr. Christian Francis Reyes, both directors of the Corporation are also directors in Unido Capital Holdings, Inc. Both Messrs. Yu and Reyes recused themselves in the voting for approval of the private placement and all independent directors approved the same.
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders

Approval for the Private Placement Transaction was sought and secured from all the Corporation’s independent directors. Approval and ratification of the issuance of shares in relation to the Private Placement Transaction, as well as the listing of the shares as a result thereof, shall be sought from the stockholders of the Corporation during a Special Stockholders’ Meeting to be held for that purpose, among others.
Any conditions precedent to closing of the transaction

Other than execution of subscription agreements and the payment of the relevant subscription price thereunder, NONE.
Change(s) in the composition of the Board of Directors and Management

There will be no changes to the composition of the Corporation’s Board of Directors or management in connection with the transaction.

Effects on the following

Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Unido Capital Holdings, Inc. 198,048,420 60.94 329,298,420 47.04
iHoldings, Inc. 55,291,580 17.01 55,291,580 7.9
Directors and Officers 8,000 0 8,000 0
Public 71,436,500 21.96 315,186,500 45

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
Common Shares/ PA 325,000,000 700,000,000
Outstanding Shares
Type of Security /Stock Symbol Before After
Common Shares 325,000,000 700,000,000
Treasury Shares
Type of Security /Stock Symbol Before After
Common Shares 0 0
Listed Shares
Type of Security /Stock Symbol Before After
Common Shares/PA 324,784,500 699,784,500
Effect(s) on the public float, if any After the Private Placement Transaction, the public float is expected to rise to 45%.
Effect(s) on foreign ownership level, if any N/A
Other Relevant Information

The number of Listed Shares indicated above is exclusive of: (a) 40,500 shares which have been approved for listing under the PSE Notice of Approval dated 22 April 2024, but which have not yet been actually listed; and (b) 175,000 shares which are subject to estate settlement of Oliverio G. Laperal, Sr. and the case Oliverio G. Laperal, Sr. v. Pacifica, Inc., Victorina L. Laperal, Rosmaria L. Laperal, Regina L. Concepcion, Alexandra L. Laperal and Securities Transfer Services, Inc., a Petition for Injunction with an Application for the Issuance of a 20-day TRO, Writ of Preliminary Injunction, and Writ of Preliminary Mandatory Injunction, the decision of which is still undergoing implementation as of the date hereof the Corporation is currently enjoined from accepting any payment in relation to the 175,000 shares.

Annex A & B contain the List of Subscribers to the Private Placement Transaction, and further Background on Unido Capital Holdings, Inc.

The shares held by the Directors and Officers listed above include shares held by former directors who have passed away, as well as former directors and officers who have recently resigned.

The Company wishes to inform the Exchange that, based on confirmation from Unido’s management, its Audited Financial Statements (AFS) for fiscal year 2025 are still being finalized. Accordingly, Unido will submit its AFS for fiscal years 2022 to 2024 at this time and undertake to submit its 2025 AFS as soon as it becomes available.
Filed on behalf by:
Name Steffi Martina Valle
Designation Associate