Series A · Final Allocation Open

HOTEL OWNERSHIP
IS REINVENTED

Each day, guests spend ¥720 Billion ($4.8B USD) in stays...

💭 Guests want more than points

HOTELA converts hotel stays into a tradable asset that can be bought, used, monetized and sold.

Series A largely subscribed. A limited carry-over allocation remains as hotela.co.jp/book and hotela.co.jp/own go live to strong reception — true common-equity ownership in HOTELA Cities KK. A parallel ¥100M bridge convertible note (13% / qtr cash, ¥6B cap) is open through June 15, 2026 for investors preferring downside protection.

💬 INVESTOR DUE DILIGENCE

Investor Questions and Answers

Direct answers to the questions investors have asked us most recently — receivables, contracts, balance sheet, and the bridge convertible note terms.

01 How did you acquire Niseko Towers, and what was the original deal structure?
Niseko Towers was a distressed acquisition. The building was completed roughly five years ago but never opened — the original developer, a Hong Kong-based group, could not enter Japan during COVID-19 border closures and accumulated approximately ¥2.3B in unpaid construction and contractor debt. HOTELA stepped in with local presence and immediate liquidity, acquiring the project from the original company's owners for ¥400M cash plus full assumption of the ¥2.3B in legacy debt. We then invested an additional ¥350M to bring the property to true 5-star spec — Armani/Casa interiors, full FF&E, mechanical and electrical re-commissioning. That upgrade was originally scoped at roughly ¥1B; through direct vendor negotiation, working without GC markup, and disciplined cost management, HOTELA brought realized upgrade cost down to ¥350M. HOTELA Niseko Towers received its hotel license on January 21, 2026 and opened on February 1, 2026. Colliers International Japan now appraises fair value at ¥5.68B.
02 How much did you pay for the property, and how much was CAPEX?
Total all-in basis is ~¥3.05B, with explicit breakdown:
  • ¥400M cash paid by HOTELA at acquisition to the original company's owners
  • ¥2.3B legacy construction and contractor debt assumed at acquisition
  • ¥350M upgrade CAPEX invested by HOTELA after acquisition

(Sum: ¥400M + ¥2.3B + ¥350M = ¥3.05B all-in.)

The upgrade CAPEX brought the property from a stalled, never-opened shell to a fully operational 5-star hotel — Armani/Casa interiors, full FF&E, mechanical and electrical re-commissioning. The work was originally scoped at approximately ¥1B; through direct vendor negotiation, eliminating the GC markup, and disciplined cost management, HOTELA brought realized upgrade cost down to ¥350M — capturing roughly ¥650M of value engineering versus the original budget. Against the ¥3.05B all-in basis, Colliers International Japan appraises fair value at ¥5.68B.
03 What loans currently sit on the property?
There is no senior bank acquisition mortgage. The ¥2.3B in legacy development debt was restructured upon acquisition into two tranches:
  • ¥1.5B owed to construction contractors — amortizing through fractional-day sales of Niseko Towers under agreed payment plans.
  • ¥600M in claims and related debt — on a refinancing schedule activated at hotel opening.
  • Status: 100% of legacy debt is under HOTELA-controlled payment terms.
04 Who are the 12 customers, and who drafted the contracts?
The 12 buyers are the first cohort of fractional-day owners in HOTELA Niseko Towers (Hirafu, Niseko). They are Japanese and international high-net-worth individuals. The fractional ownership documents and the related installment-purchase contracts were drafted by Morrison & Foerster (MoFo). All documentation is in English, foreigner-friendly, and structured to be enforceable under Japanese law. ¥90M of receivables has been booked against the ¥8.8B (ex-VAT) first-building pipeline.
05 What are the cancellation, deferral, and default terms?
The Installment Payment Agreement (governed by Japanese law, JCAA arbitration in Tokyo) is structured so the receivable behaves like a hard cash-flow stream rather than a soft pre-sale:
  • Acceleration on payment default (Art. 3.1): if the owner is delinquent past the payment deadline AND fails to cure within a written-notice period of 20+ days, the entire remaining Installment Sales Price becomes immediately due and payable.
  • Automatic acceleration triggers (Art. 3.2): dishonored bill / stop-payment, petition for seizure / provisional seizure / restraining order / injunction, bankruptcy / civil rehabilitation / special liquidation / corporate reorganization petition, severe breach, or significant deterioration of the owner's credit status — any of these immediately forfeits the benefit of time.
  • Delinquency interest (Art. 4): upon any forfeiture of benefit of time or missed payment, the owner pays statutory delinquency interest (Japanese Civil Code legal rate) on the unpaid balance through the date of full repayment.
  • Joint guarantor (Art. 9): each contract carries a joint guarantor jointly and severally liable for the Installment Sales Price and delinquency charges.
  • No deferral, mandatory direct debit (Art. 2 & 5): payment is collected by automatic transfer from a seller-approved account; partial prepayment is permitted but does not push back any subsequent payment deadline.
  • Cancellation is narrow (Art. 7): only available if the related HOTELA Ownership Purchase Agreement materially differs from the installment terms — must be exercised within 30 days of purchase, and minor differences do not qualify.
Article references are to the executed Installment Payment Agreement; an unredacted execution copy is available to lender / investor counsel under NDA.
06 Have installments started paying, and what is collection performance to date?
Yes. Installment collections are now two months in. Collection rate: 100%. All 12 owners are HNW individuals. ¥90M of receivables is on the books, with the remaining first-building pipeline of ¥8.8B (ex-VAT) still to close as hotela.co.jp/own continues to convert.
07 Is there a formal assignment of receivables / perfected security interest, and who reviewed the legal structure?
Yes — the assignment mechanism is built into the contract itself. Article 6 (Assignment of Claims) of the Installment Payment Agreement gives the Seller the express right to "assign [the debt] to a third party or offer it to a third party as collateral," and the Owner provides written pre-consent at execution. Practical consequences for lenders / note holders:
  • No re-consent needed: HOTELA Niseko GK can perfect a formal assignment or collateral interest in the receivable cash-flow stream in favor of bridge note lenders without owner-by-owner negotiation.
  • Information flow pre-authorized: owners pre-consent to the seller disclosing their identifying information to the third-party assignee for repayment or collateral-enforcement purposes.
  • Owners cannot assign out: owners may not transfer their rights / obligations to a third party without HOTELA's prior written consent — protecting the receivable from drift.
  • Joint-guarantor backstop carries through: the guarantor obligation rides with the assigned receivable.
  • Drafting: contracts follow Morrison & Foerster-style structure; bilingual (Japanese version prevails on conflict); JCAA arbitration in Tokyo with bilingual arbitrator on request.
Lender counsel review of the executed contracts and the proposed assignment / security package is welcomed under NDA.
08 What does HOTELA's current balance sheet and trailing operating cash flow look like?
Operating cash flow is currently negative — that is the explicit reason we are raising. The current balance sheet, trailing operating cash flow, and management P&L will be provided via email upon request after the initial meeting.
09 Are projected unit sale prices reflected in the financial projections?
Yes. The ¥8.8B (ex-VAT) first-building total is built bottom-up from the contracted unit prices currently quoted on hotela.co.jp/own — not a top-down market estimate. The Financial Projections section walks through unit-by-unit pricing assumptions, the resulting revenue waterfall, and how those numbers roll into the next-locations buildout. The ¥90M already-booked receivable figure is the actual closed-contract subset of that ¥8.8B.
10 What are the bridge convertible note terms — rate, term, conversion, sweeteners — and what is the deadline?
For investors who prefer downside protection over straight equity, HOTELA is offering a bridge convertible note alongside the Series A common-equity tickets. Headline terms:
Aggregate cap: ¥100M
Interest: 13% / yr (3.25% / qtr)
Payment cadence: Quarterly cash
Term: 3 years OR Series B — whichever first
Conversion: ¥6B valuation cap
Series B discount: 20% (whichever yields more equity)
Investor option: Convert OR full principal repaid at maturity
Pro-rata interest: Paid through to conversion date
Issuer: HOTELA Cities KK (Japan)
Documentation: English, foreigner-friendly
Funding deadline: June 15, 2026

Quarterly cash interest replaces the "intangible promise" risk lenders raise on convertibles. The ¥6B cap or 20% Series B discount means investors capture upside even in a low-probability scenario where Series B prices below cap. See the Bridge Note Terms section for full structure.

11 In a worst-case scenario, how is investor principal legally protected by the property?
Unlike most early-stage convertibles, the bridge note sits behind a third-party-appraised, fully built, recently opened 5-star hotel — not behind a software burn rate. Even modeling a deep-discount distressed sale, the math defends investor principal with material cushion to spare:
Colliers International appraised value ¥5.68B
Less: 30% distressed-sale discount (¥1.70B)
Gross sale proceeds ~¥3.97B
Less: real estate fees + Japanese transfer tax (~¥0.25B)
Less: full repayment of all debt + investor principal* (¥2.50B)
Cushion remaining ~¥1.2B – ¥1.4B

* The ¥2.50B repayment figure represents ~¥2.40B currently on the balance sheet plus the ¥100M of projected bridge convertible note proceeds (expected funding by June 15, 2026; not yet booked). In other words, the cushion math already absorbs the new bridge note as if it were drawn in full.

Three things to underline:

  • Real-asset cushion. Investors are underwriting a Colliers-appraised ¥5.68B luxury hotel, not a runway. The asset exists, is open, and is generating revenue today.
  • Security wrap is on the table. The MoFo-drafted installment contracts already carry pre-consented assignment language (see Q7, Article 6), so the bridge note can be perfected against (a) the installment receivable cash-flow stream and (b) on lender request, the property itself via a registered mortgage / 担保権 in favor of note holders.
  • 30% is the bear case, not the base case. Colliers' DCF and direct-cap methods value the asset at ¥5.68B–¥5.87B; even the residential alternative-use scenario (no hotel income) lands at ¥4.14B. A 30% haircut on a forced sale is a deliberate stress test — the realistic recovery is materially higher.

Bottom line: even after a deep distressed-sale discount, full debt repayment, and transaction costs, investor principal is repaid in full with roughly ¥1.2B–¥1.4B of equity cushion still on the table.

12 On conversion, will bridge note holders receive the same rights as Series B investors — or, if no Series B occurs, the same rights as Series A investors with a 1x liquidation preference?

Yes — confirmed.

The bridge convertible note is structured so that whichever conversion pathway fires, note holders never sit in a worse position than the equivalent priced-round equity available at that time:

  • Conversion at Series B (within 3 years). Note holders convert into Series B preferred shares with identical rights, preferences, and protections as the new Series B investors — same liquidation preference, same anti-dilution protection, same information rights, same pro-rata participation — at the better of the ¥6B valuation cap or a 20% discount to the Series B price.
  • Conversion via the ¥6B cap (no Series B by maturity). Note holders convert into preferred shares carrying the same rights as Series A investors, expressly including a 1x non-participating liquidation preference, alongside the agreed commercial terms in the note (¥6B conversion price, accrued / pro-rata interest reconciled through conversion date).

In plain English: investors are never structurally "downgraded" by holding the note. Whichever conversion route triggers, the converted equity sits pari passu with the most senior priced-round equity available at that point in time.

These provisions will be expressly drafted into the executed bridge note documentation — English-language, governed by Japanese law, structured consistent with the rest of the HOTELA Cities KK equity stack and the MoFo-drafted instrument set.

Have a question that isn't here? Email kyle@hotela.co.jp — Kyle is in Ebisu, Tokyo and available for a call or face-to-face. A formal deal memo is available on request under NDA.

¥854T
Total Addressable Market
i
Based on global hotel industry revenue of $1.8T USD (¥270T @ ¥150/USD) in 2025. Recovery CAGR: 14.2% (2020-2025), Future growth: 4-7% annually

The global hotel industry represents one of the world's largest untapped ownership markets

¥8.8B
Expected Sales · Niseko Towers
i
¥8.8B JPY (ex-VAT) total expected sales from Niseko Towers fractional-day inventory. ¥90M already on the books as receivables; pipeline accelerated by hotela.co.jp/book and hotela.co.jp/own opening to strong reception.

First-building sales pipeline already generating receivables — this round factors that pipeline forward.

5★
Niseko Towers — Live Now
i
First building operating with five-star guest reviews. hotela.co.jp/book serves stays; hotela.co.jp/own serves ownership. ¥90M of ownership receivables already booked from a ¥8.8B (ex-VAT) pipeline.

Operating to five-star reviews · book and ownership flows live · already converting

🎥 NEW: 10-MINUTE WALKTHROUGH

Watch How to Navigate This Deck

Get a personal tour from our CEO on how to explore the investment opportunity, understand our model, and access key information

Watch Pitch Deck Walkthrough

Duration: 10 minutes • Presenter: Kyle Burns, CEO

EXECUTIVE SUMMARY

HOTELA in 60 Seconds

🏨 HOTELA's Revolutionary Model

1. Acquire

Distressed luxury hotels at deep discounts
Niseko: ¥2.2B acquisition

2. Transform

Renovate with Armani Casa interiors
Creating ultra-luxury experiences

3. Sell Days

Perpetual ownership of 1-320 days/year
True property rights, not timeshares

¥2.2B

Acquisition Cost

¥5.68B

Current Valuation

¥8.8B

Projected 2026 Sales (ex-VAT)

💎 What Remaining-Allocation Investors Get

Pure

Equity Ownership

Straight common shares with full upside on every property

¥8.8B

First-Building Pipeline

Expected sales (ex-VAT) · ¥90M already on the books

Discount

to First-Location Pretax

Implied entry price below pretax profit we project from Niseko alone

Equity in HOTELA Cities KK — every additional building, every new market, compounds in your shares.

📊 Traditional Hotel Investment vs HOTELA Investment

❌ Traditional Hotel Investment

  • 5.1% annual rental yield

    Low returns, subject to occupancy

  • Illiquid asset

    Hard to sell, long exit process

  • Management headaches

    Operations, staff, maintenance

  • Single property risk

    All eggs in one basket

✅ HOTELA Investment

  • Pure equity in HOTELA Cities KK

    Common shares — full ownership rights with every future building compounding

  • Entry below first-location pretax

    Implied price under projected pretax profit from Niseko alone

  • We handle everything

    Professional management team

  • Every future building compounds

    Multiple properties across Asia, all inside the share you own today

🚀 Massive Scale Opportunity

Asia's luxury hotel market: ¥267 Trillion

Proven model ready to scale across Asia's most prestigious destinations

The ¥267 Trillion Problem

Global travelers spend ¥267T annually on accommodations with zero ownership. HOTELA transforms this expense into perpetual assets.

Hotel Spending Paradox

¥267 Trillion

Japan & Asia luxury hotel market. Wealthy guests spend ¥66M lifetime with zero ownership

Timeshares

97%

Value depreciation with fixed weeks and high fees

Vacation Homes

11%

Average utilization rate for ¥440M+ investment

Traditional

Current Hotel Reality

  • • Pay ¥250,000+ per night
  • • Still get waitlisted at top properties
  • • Zero ownership or appreciation
  • • Nightly Rate increase 5-20% annually
  • • No control over availability
HOTELA

The Future of Hotels

  • • Own specific nights forever
  • • Availability for owners is prioritized
  • • Owners Capture 100% of appreciation
  • • Owner Use or Rent Days Owned
  • • Build generational hotel wealth

Market Reality: Every year, travelers worldwide spend ¥267 trillion on hotel accommodations. With 187,000 hotels providing 17.5 million rooms worldwide, the industry has rebounded at 14.2% CAGR since 2020—but travelers still own nothing. Every yen spent vanishes at checkout, creating our opportunity.

Experience HOTELA

Watch how HOTELA transforms hotel ownership into accessible generational wealth

2-minute overview of HOTELA's revolutionary platform

↓ Click to explore ↓
💕 Discover Why Guests Fall in Love
See the luxury experience that makes HOTELA irresistible

Because it pays to be an owner

FOUR PILLARS OF HOTELA OWNERSHIP

01

Perpetual Rights

Never expires. Own forever.

02

Owner Economics

77% less than market rate

03

Asset Growth

Appreciates with property value

04

Instant Liquidity

Trade anytime, anywhere

Market Rate ¥250,000 /night
77% LESS
Owner Price ¥45,000 /night

Same luxury hotels. Fraction of the cost. Forever.

* Owner price reflects operational costs only. Purchase amortization and market appreciation are expected to offset each other over the ownership period. The above pricing is for the 40 m² unit.

Groundbreaking Features

Innovation never before seen in hospitality

📹 Watch Detailed Explanation

Perpetual Ownership

Own one night annually, forever - a first in hospitality

∞ FOREVER

Flexible Dates

Choose your night each year, not fixed weeks like timeshares

365 DAYS

Liquid Asset

Trade on our marketplace with 15% historical appreciation

15% APY

Armani Appointed

Luxury furnishings Milan design in every Suite

★★★★★

Luxury Transport Included

Complimentary premium vehicle with every stay

Exclusive Access

Priority booking at all HOTELA properties worldwide

Mass Accessibility

Zero-interest financing from ¥800/day

Single day: ¥875,000 or ¥24,300/month (36 months)

Inheritable Asset

Pass your ownership to heirs tax-efficiently

World-Class Service & Amenities

Evolving amenities like rooftop telescopes streaming stars to your room

MIND-BLOWING

¥267 Trillion Opportunity

Revolutionizing two massive markets with one platform

🏨

Global Hotel Market

¥270 Trillion

$1.8T USD annually @ ¥150/USD

Hotel room revenue only - excludes F&B, spa, and other services. Source: Industry reports 2024

📈

Market Growth

14% → 6%

Recovery to normalized CAGR

Post-COVID surge (14% in 2023-24) returning to sustainable 6% annual growth through 2030

2025 Global Hotel Market Facts (Exchange rate: ¥150 = $1 USD)

$1.8T
Total Market Size
$190B
Luxury Segment
14.2%
Recovery CAGR
32%
Asia-Pacific Share

View complete market analysis →

🎯 View Competitive Analysis

See how HOTELA outperforms timeshares, vacation clubs, and other fractional ownership models

Multiple Revenue Streams

Sustainable growth through diversified income sources

💰

Share Sales

Primary revenue driver from perpetual ownership sales

45%

Revenue Share

🔄

Association Fees

Recurring revenue from annual membership services

35%

Revenue Share

🎯

Amenities & Services

High-margin ancillary services and experiences

20%

Revenue Share

Explosive Growth

Proven product-market fit with accelerating metrics

📈
0

Leads in One Month

2981% Growth

After rebuilding our website and messaging, end of May 2025, our numbers changed radically

0

Lead Efficiency

1336%

As a result, our lead costs dropped and quality increased dramatically

💰
¥0M

Closed Deals

Pipeline Growing

Subsequently, we are closing deals weekly with consistent momentum

🚀
0%

Faster Closing

5X Close Rate

Compared to the last 18 months, our close rate is 5x faster

Financial Projections

60-Month Revenue Forecast

First-building sales pipeline of ¥8.8B (ex-VAT) — installment receivables this round helps factor forward

Total Revenue Target
¥8.8B
Building 1 • Niseko Towers (ex-VAT)
Peak Monthly Cash Flow
¥420M
Month 24 • Including hotel revenue
Receivables Already Booked
¥90M
Closed sales · being factored forward
Break-Even Month
Month 18
Positive cumulative cash flow

Sales vs Cash Flow Analysis

9-month sales period with 36-month collection terms

Sales Booked
Cash Collected
Hotel Revenue
JUN
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
APR
MAY

Sales Pipeline

¥8.8B (ex-VAT) total expected sales for Niseko Towers, with ¥90M already closed and signing momentum building since hotela.co.jp/book and hotela.co.jp/own went live.

Receivables Factoring

Customer installments stretch over 36 months. This round factors that receivable book forward — converting future cash into present-day capital to fund the next building.

Revenue Diversification

Hotel operations layer ¥340M in peak-season revenue on top of the sales pipeline — a second cash engine, fully owned by equity holders.

5-Year Financial Breakdown

Click any year to expand monthly details • All figures in Japanese Yen (¥)

Period New Sales Cash Collected Hotel Revenue Operating Outflows Net Cash
Year 1 (Jun 2026 - May 2027) ¥8.8B ¥1.47B ¥340M ¥602M ¥1.21B
Jun 2026 ¥100M ¥2.8M - ¥0.8M ¥2.0M
Jul 2026 ¥99M ¥5.5M - ¥1.7M ¥3.9M
Aug 2026 ¥99M ¥8.3M - ¥2.5M ¥5.8M
Sep 2026 ¥99M ¥11.0M - ¥3.3M ¥7.7M
Oct 2026 ¥990M ¥38.3M ¥80M ¥35.5M ¥82.8M
Nov 2026 ¥1.49B ¥65.5M ¥120M ¥55.7M ¥129.9M
Dec 2026 ¥1.49B ¥106.8M ¥140M ¥74.0M ¥172.8M
Year 2 (Jun 2027 - May 2028) - ¥2.93B - ¥1.0B ¥1.93B
Year 3 (Jun 2028 - May 2029) - ¥2.93B - ¥1.0B ¥1.93B
Year 4 (Jun 2029 - May 2030) - ¥1.47B - ¥500M ¥0.97B
Year 5 (Jun 2030 - May 2031) - - - - -
5-Year Totals ¥8.8B ¥8.8B ¥340M ¥3.1B ¥6.04B
View Interactive Financial Model

Adjust parameters and explore detailed 60-month projections

Path to Unicorn Status

Annual Revenue Projections

All values in Japanese Yen (¥) • Exchange rate: ¥150 = $1 USD

🏔️

2026

Forecast Sales

¥8.8B

($59M USD · ex-VAT)

Niseko Towers

🏨

2027

Annual Revenue

¥60B

($400M USD)

Multi-Property

🌏

2030

Annual Revenue

¥250B

($1.67B USD)

Global Platform

🚀

2032

Target Valuation

IPO

NASDAQ Listing

$10B+ Market Cap

Strategic Use of Series A — Final Allocation

Pure equity. Round largely subscribed. Remaining shares deployed to factor an already-validated sales pipeline.

💰

Factor ¥90M Existing Receivables

Convert closed-but-installment-paid sales into immediately deployable capital — no new debt.

📈

Factor Forward ¥8.8B Pipeline

Total expected sales (ex-VAT) for Niseko Towers. Receivables convert to working capital as new sales close through hotela.co.jp/own.

🏨

Open Hotel · Five-Star Reception

Niseko Towers is now live to five-star reviews. Booking: hotela.co.jp/book. Ownership: hotela.co.jp/own. Capital tightens operations and accelerates close rate.

🌏

Build the Next Locations

Recycle Niseko cash flow into the next pipeline of properties — every new building compounds inside the same shares.

What Your Equity Looks Like

Per ¥10M ticket

0.20%

of HOTELA Cities KK common equity

2030 IPO target market cap

¥1.5T+

NASDAQ listing pathway

Owner from Day One
Full equity in HOTELA Cities KK — every property, every market, every future profit.

Permanent stake · full upside · compounds with every new building.

🌉 ALTERNATIVE PATH · BRIDGE CONVERTIBLE NOTE

Bridge Note · 13% Interest, ¥6B Cap, ¥100M Total

For investors who prefer downside protection over straight equity — quarterly cash interest plus optional conversion at a ¥6B cap or 20% discount to Series B.

Aggregate Cap
¥100M
total issuance
Interest Rate
13%
per annum · paid in cash
Cadence
Q-rly
3.25% of principal / qtr
Term
3yr · or Series B
whichever occurs first
Valuation Cap
¥6B
conversion ceiling
Series B Discount
20%
whichever yields more equity
Funding Deadline
June 15, 2026
to lock these terms
Investor Option
Convert · OR · Repaid
choice at maturity

How it works, mechanically

  • 1

    Investor wires principal to HOTELA Cities KK against signed note documents (English, MoFo-style structure).

  • 2

    HOTELA pays 3.25% of principal in cash every quarter — that's actual cash hitting the investor's account, not accrued PIK.

  • 3

    A trigger event fires on the earlier of: 3-year maturity or Series B closing.

  • 4

    At trigger, investor elects: (a) convert at the lower of ¥6B cap or 20% discount to Series B, or (b) be repaid principal in full.

  • 5

    If conversion happens between scheduled quarterly payments, pro-rata interest is paid through the conversion date.

Why this structure is fair both ways

  • Real cash, not promises. Quarterly interest converts the abstract "convertible note" into an instrument that prints checks against the receivable book from day one.

  • Upside locked at ¥6B cap. If we hit our Series B at Pacaso / NotAHotel-style multiples, you've already pre-bought equity well below market.

  • 20% discount as backstop. In the low-probability case the next round prints below cap, the 20% discount still gives meaningful equity sweetener — the investor isn't punished for timing.

  • Walk-away right. Investor can simply take principal back at maturity if they don't like the conversion math at the time — pure optionality.

  • Foreign-investor friendly. Issuer is HOTELA Cities KK in Japan; all docs in English; assignment / security wrap available on lender request.

Two paths into the same company — choose your risk profile

  Series A Common Equity Bridge Convertible Note
Instrument Pure common equity in HOTELA Cities KK Senior debt note, convertible at investor option
Entry Ticket From ¥1M (¥10M = 0.20%) By allocation · ¥100M aggregate
Cash Yield None — equity holding 13% / yr in cash (3.25% / qtr)
Upside Capture Full · permanent · compounds with every building Capped at ¥6B / 20%-discount-to-Series-B conversion
Downside Equity risk · last in liquidation Principal repayable in full at maturity
Term Permanent — held through 2030 IPO target 3 years OR Series B (whichever first)
Best For Long-only investors backing the full HOTELA platform Investors wanting yield + downside protection + equity option

Bridge note allocations are first-come up to the ¥100M cap. After June 15, 2026 these terms are off the table.

Request Note Documents See Q&A

Niseko Towers Official Appraisal

Professional third-party property valuation

Official Document

Executive Summary

Appraised Value

¥5.68 Billion

As of July 7, 2025

Property Type

Luxury Hotel

12 Premium Suites

Value per Room

¥473M

($3.15M USD per suite)

Key Appraisal Highlights

  • Professional Valuation: Conducted by Colliers International Japan, leading global real estate services company

  • Revenue Potential: Year 11 projected annual revenue of ¥306M ($2M USD) with 53.8% GOP ratio

  • Alternative Exit Strategy: Residential sales scenario valued at ¥4.14B ($27.6M USD) - ¥345M per unit

  • Valuation Methods: DCF analysis with 5.0% cap rate and direct capitalization confirming ¥5.68B-¥5.87B range

📊 Key Financial Metrics

DCF Valuation

¥5.68B

Direct Cap Value

¥5.87B

NOI Yield

5.1%

GOP Ratio

53.8%

⚠️

IMPORTANT: About the 5.1% NOI

This 5.1% NOI is Colliers' appraisal methodology for traditional hotel valuation — NOT your investment return.

Your equity comes from:

  • Full common equity in HOTELA Cities KK — own the company, share in every property
  • Share of ¥8.8B first-building sales pipeline (ex-VAT)
  • Implied entry below first-location pretax — Niseko alone underwrites it
  • Every future building compounds inside the same shares
View Full Appraisal Report

Complete appraisal documentation by Colliers International Japan including DCF analysis, comparable sales, and market positioning

Industry Veterans

Visionary entrepreneurs disrupting the traditional luxury hotel industry through innovative ownership models and unparalleled experiences

CEO Portrait

Kyle Burns

Founder & CEO

Global deal-maker with expertise in acquisition across 80+countries

COO Portrait

Tsutomu Sato

Chief Operating Officer

Operational leader with 15+ years in luxury real estate. We first met when I bought Churis - Sato had just been promoted to Managing Director at Housing Japan Singapore

Creative Director Portrait

Justin James

Creative Director

We randomly met at a coffee shop in Ala Moana mall, Honolulu in 2005 - instant connection. Pre-COVID, we produced a hip-hop album together. Justin soon joined as Creative Director

Hotel Manager Portrait

Taylor Figgins

Hotel Manager

Oversees daily operations of HOTELA's luxury properties,ensuring exceptional guest experience

✨ The Magic Behind HOTELA ✨

Every Great Company Has
An Extraordinary Origin

Discover the unconventional journey that revolutionized luxury hospitality

✨ Read the Full Story
💎
🏨

Thought Leadership

White Paper January 2025

The Fractional Hotel Ownership Revolution: How Perpetual Day-Based Assets Create Superior Returns

A comprehensive analysis of HOTELA's groundbreaking model that transforms depreciating hotel expenses into appreciating generational wealth

TOKYO—The global hospitality industry, valued at $1.8 trillion annually, has remained fundamentally unchanged in its ownership structure for over a century. While fractional ownership has revolutionized private jets, yachts, and vacation homes, hotels have remained stubbornly resistant to democratization—until now.

The Evolution of a $40 Billion Failed Promise

1960s-70s: Birth of Timeshares

Created to offload distressed properties

🏚️
💸
1980s-2010s: $18-40B Industry

High-pressure sales, zero resale value

2020s: Co-Ownership Era

Better product, platform-centric economics

🏠
2025+: HOTELA Revolution

True ownership, 90% rental income

The $40 Billion Dissatisfaction Index
😤
87%

Regret Purchase

📉
95%

Value Lost

🚫
0%

Resale Success

⚖️
100s

Annual Lawsuits

The concept of fractional vacation ownership isn't new. In the 1960s and 70s, developers created timeshares—not as dream vacation experiences for buyers, but as a mechanism to cleanse the market of underperforming properties. What started as a way to offload distressed inventory became an $18-40 billion industry that has failed to satisfy buyers in almost every respect. High-pressure sales tactics, inflexible usage rules, impossible-to-sell contracts, and depreciating values became the industry's hallmarks.

Recognizing these failures, a new generation of co-ownership platforms emerged in the 2020s, promising to deliver what timeshares couldn't. While these models provide better products than traditional timeshares, they still fall short in three critical areas: service quality remains inconsistent, economics favor the platform over owners, and amenities rarely match the aspirational lifestyle buyers seek. This gap in the market—between the failed timeshare model and the incomplete co-ownership solutions—is precisely why HOTELA was created.

The $1.8 Trillion Problem

$1.8 TRILLION

Annual Global Hotel Spending

💸
100%

Pure Expense

🏠
0%

Equity Built

📊
ZERO

Residual Value

Every hotel stay = Money that vanishes at checkout

Meanwhile, travelers worldwide spend approximately $1.8 trillion annually on hotel accommodations that vanish the moment they check out. Unlike residential real estate, where monthly rent or mortgage payments build equity, hotel expenditures have historically been pure consumption with zero residual value.

Key Innovation: Perpetual Day Ownership in Upper Hirafu

HOTELA's model converts luxury residences into perpetual day-based ownership shares. Unlike timeshares with mere usage rights, owners hold true property rights to their days (1 to 365 annually). Each residence sells 320 days per year. Located at 3-6-7 Nisekohirafu 1 Jo in Upper Hirafu—where land prices have grown 400-500% since 2007—properties benefit from proven appreciation while generating rental income during unused periods.

Superior Economics Through Prime Location

Traditional timeshares fail because buyers get no actual ownership—just usage rights that depreciate to near zero. Modern co-ownership platforms improved on this model but still prioritize platform profits over owner returns and often compromise on service quality. HOTELA transcends both models by providing true perpetual property ownership with transparent pricing and instant transfers. Our automated systems distribute 90% of rental income directly to owners. Located in Upper Hirafu next to luxury developments like AYA Niseko and The Vale, every residence features Armani Casa furnishings and consistent 5-star hotel services—delivering the dream vacation experience that the fractional ownership industry has promised but never achieved.

90%

Rental income to owners

10-15%

Upper Hirafu appreciation

T+0

Instant liquidity

The Evolution: From Failed Models to True Ownership

📉
TIMESHARES

1960s-2010s

Ownership
Resale Value
Flexibility
Income
Inconsistent Service Levels

$18-40B

Industry Built on Failures

🏠
CO-OWNERSHIP

2020s

Ownership
Resale Value
Flexibility
Income
Services

Better

But Platform-Centric

HOTELA

2025+

Ownership
Resale Value
Flexibility
Income
5-Star Services

90%

Income to Owners

EVOLUTION OF OWNERSHIP

Founder Kyle K. Burns' transformative insight came from his experience at a luxury Akasaka hotel, where he discovered a profound gap in Japan's design sensibility. Born in Madrid, raised in Queens, and having built enterprises worldwide, Burns realized his unique perspective could revolutionize luxury living. HOTELA represent the first truly liquid, income-generating hospitality asset that merges world-class design with accessible ownership—finally delivering on the promises that timeshares made and co-ownership platforms partially fulfilled.

Full white paper available at hotela.co/whitepaper

Special Report January 2025

Japan's Dual Crisis: 8.5 Million Empty Homes Meet Zero Vacation Financing

How fractional ownership could solve Japan's akiya epidemic while opening Niseko's booming ski market to domestic buyers

NISEKO—In Japan's premier ski resort, where powder snow attracts global elite and property values have surged 400% in a decade, a paradox emerges: Japanese buyers are effectively locked out of their own market. Meanwhile, 8.5 million homes sit empty across the nation, a number projected to reach 10 million by 2030.

The Financing Desert

Japanese banks categorically refuse to finance vacation homes, viewing them as luxury items rather than investments. In Niseko, where studio apartments start at ¥150 million ($1 million), this policy creates an insurmountable barrier for domestic buyers who must pay cash in full—a requirement that excludes 99% of potential Japanese purchasers.

"We have young professionals earning ¥20 million annually who want to invest in Niseko but can't get a single yen in financing. Meanwhile, Australian buyers get 70% loans from their banks."
— Senior Executive, Major Japanese Bank

A Game-Changing Alternative

Consider the case of Tanaka-san, a 42-year-old executive couple from Tokyo. With excellent credit, ¥20 million in savings, and combined annual income of ¥13 million, they represent Japan's affluent middle class. Yet when they approached banks to finance a Niseko vacation home, they were rejected outright—banks view vacation properties as luxury items, not investments.

Their solution came through HOTELA's true ownership program. Instead of needing ¥150 million cash for a full unit, they purchased 7 perpetual ownership days of a 123-square-meter Armani Casa-appointed residence for ¥19 million. The game changer? HOTELA's 36-month installment plan (¥24,900 monthly—about two lattes per day) meant they could afford true property ownership in Niseko's premier location—something impossible with traditional all-cash requirements.

"We have the income and assets to easily afford a vacation home mortgage, but no bank would even consider it. HOTELA's installment plan finally gave us access to Niseko ownership. It's revolutionary."
— Tanaka-san, HOTELA Owner

The Akiya Opportunity

Japan's akiya (empty homes) represent both crisis and opportunity. Concentrated in resort areas and rural regions, many occupy prime locations but require ¥30-50 million in renovations. Traditional buyers balk at the total investment, but fractional ownership changes the equation entirely.

The Co-Ownership Solution
  • For Akiya: 10 buyers × ¥10 million = Full renovation funded
  • For Niseko: 30 buyers × ¥5 million = Accessible luxury ownership
  • For Banks: Secured loans on fractional shares = New lending market

Environmental and Economic Impact

Converting akiya to fractional hotels addresses multiple crises simultaneously. Each renovated property removes blight, creates jobs, generates tax revenue, and provides affordable entry into property ownership. In Niseko alone, opening the market to fractional buyers could inject ¥500 billion in new investment while preserving Japanese ownership of national assets.

Akiya Crisis by the Numbers
  • 8.5 million empty homes (13.6% of housing stock)
  • ¥2.2 trillion in lost property value annually
  • 40% located in resort/tourism areas
  • 70% structurally sound, need cosmetic work
Niseko Market Reality
  • 80% foreign ownership (2024)
  • 0% Japanese mortgage availability
  • 25% annual appreciation (2019-2024)
  • ¥150M minimum cash requirement

HOTELA's fractional model offers the first viable solution to both crises. By enabling ¥5 million entry points and creating a liquid secondary market, it democratizes access while maintaining quality. Early projects focusing on akiya conversions in Hakuba and Karuizawa show 95% Japanese buyer participation—proof that domestic demand exists when barriers are removed.

Research conducted by Nomura Research Institute and Japan Property Central

Investment Analysis January 2025

The Last Hospitality Disruption: Why Smart Money Is Betting on Fractional Hotels

Early investors in Airbnb saw 3,000x returns. The fractional hotel revolution may offer the final opportunity for similar multiples in hospitality.

NEW YORK—When Marriott acquired Starwood for $13 billion in 2016, industry veterans declared consolidation complete. When Airbnb went public at $132 billion in 2020, disruption seemed finished. They were wrong. The $1.8 trillion hospitality industry faces one final transformation—and early movers are positioning accordingly.

The Precedent Pattern

Every major hospitality disruption follows a predictable path: skepticism, adoption by affluent early adopters, mainstream acceptance, then astronomical valuations. Fractional jets grew from $0 to $15 billion in 20 years. Fractional yachts reached $5 billion in 12 years. Fractional homes hit $20 billion in 15 years. Hotels—the largest and most liquid market—remain untouched.

The Math at Today's Entry

If HOTELA captures just 1% of the luxury hotel market:

¥2.7 Trillion valuation

Per ¥10M ticket today:

0.20% equity

Why This Time Is Different

1. Perfect Market Timing

Post-COVID revenge travel has created insatiable demand. Luxury hotel rates in prime markets have doubled, yet occupancy remains at 85%+. Traditional ownership models can't scale fast enough.

2. Technology Enablement

Digital ownership registries provide transparent records. Automated systems enable instant settlement. Mobile apps make booking seamless. The infrastructure that didn't exist for previous disruptions is now mature.

3. Proven Execution

Kyle Burns' vision emerged from discovering Japan's design gap during his Akasaka hotel experience. The model transforms traditional hotels into fractional ownership opportunities, targeting the intersection of hospitality and real estate investment. This isn't theoretical—the platform is actively developing its first property.

The Smart Money Opportunity

The parallels to early Airbnb are uncanny. Skeptics cite regulatory hurdles—identical to 2009 Airbnb concerns. Incumbents dismiss the model—just as hotels dismissed home-sharing. Yet user behavior has already shifted: Gen Z views ownership, not rental, as the ultimate flex.

The Window Is Opening

HOTELA's Series A is largely subscribed. Niseko Towers is operating to five-star reviews and ¥90M of fractional-day sales is already on the books, with hotela.co.jp/own and hotela.co.jp/book live and pulling new buyers. A limited carry-over allocation of pure-equity shares remains — likely the final external entry before the IPO trajectory.

"In 20 years, every luxury hotel will offer fractional ownership. The question is who captures the market."

— Sato Tsutomu, HOTELA Cities KK

For investors seeking the next hospitality unicorn, the decision framework is simple: Is fractional hotel ownership inevitable? If yes, will first-movers dominate? If yes to both, the opportunity is clear. With major chains now exploring partnerships rather than building competing platforms, HOTELA's first-mover advantage may prove insurmountable.

Series A allocation extremely limited. Minimum investment ¥50 million. Contact: investors@hotela.co

⚖️ Regulatory Framework

Legal Compliance & Structure

Full compliance with Japanese property law and financial regulations

🇯🇵 Japanese Legal Compliance

任意組合 (Nin'i Kumiai) Structure

HOTELA ownership structured via a 任意組合 (voluntary partnership) — a contract-based vehicle recognized under the Japanese Civil Code (民法第667条–第670条)

The partnership holds legal title to the property, while members hold beneficial interests (持分権)

Not classified as a fund under FIEA, as ownership and returns are tied to usage rights, not pooled profit distributions

Transactions managed by licensed 宅地建物取引業者 for all real estate dealings

Interests are assignable and inheritable according to the terms of the partnership agreement

💼 Tax-Efficient & Transparent Structure

Pass-through taxation: HOTELA as a nin'i kumiai does not pay tax at the entity level

Owners are individually responsible for reporting and paying taxes on any profits or income — typically taxed at ~20% (所得税 + 住民税)

Certified tax advisors available for guidance on income, inheritance, and capital gains reporting

Structure designed for domestic and international tax compliance

Simple & Transparent: No double taxation, clear reporting requirements, professional support available

Investor Protection Through Legal Clarity

Our regulatory compliance ensures your investment is protected by Japanese property law, with clear ownership rights and transparent tax structure

SERIES A

Join the Revolution

Be part of transforming the ¥270 trillion global hotel industry

💎 What the Remaining Allocation Buys

Owner

From Day One

Full common equity in HOTELA Cities KK · every property, every market, every future profit

¥8.8B

First-Building Sales

Expected (ex-VAT) · ¥90M already booked

Compounds in Your Shares

Every additional building, every new market

Implied entry price stays meaningfully below the pretax profit we project from the first location alone.

🌉
Alternative Path
Prefer downside protection? The ¥100M bridge convertible note pays 13% cash quarterly and converts at the lower of ¥6B cap / 20% Series B discount. Open through June 15, 2026.
View Bridge Note Terms

Founding Partner

¥1M
Entry Ticket
  • 0.02% common equity
  • Common-equity ownership in HOTELA Cities KK
  • Share of ¥8.8B first-building sales
  • Permanent ownership · compounds with every new building
Join Founders Circle

Strategic Partner

¥50M
Minimum Ticket
  • 1.00% common equity
  • Common-equity ownership in HOTELA Cities KK
  • Share of ¥8.8B first-building sales
  • Board observer rights
  • Priority access to new properties
  • Quarterly executive briefings
Learn More

Lead Investor

¥150M
Target Ticket
  • 3.00% common equity
  • Common-equity ownership in HOTELA Cities KK
  • Share of ¥8.8B first-building sales
  • Board seat consideration
  • Pro-rata rights in future rounds
  • Direct property allocation rights
  • Monthly executive meetings
Request Terms

Why this entry is fair — even before any second location

Niseko Towers alone is projected to generate ¥8.8B (ex-VAT) in fractional-day sales against a ¥2.2B all-in acquisition cost. The pretax profit we expect from this single building exceeds the implied valuation at which you're buying equity in this round.

Per ¥10M Ticket
0.20%
of HOTELA Cities KK
First-Bldg Sales
¥8.8B
expected (ex-VAT)
Already Booked
¥90M
closed receivables
Entry vs 1st-Loc Pretax
Discount
before any second building

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