U.S. SEC DECLARES FORM F-4 SEC REGISTRATION EFFECTIVESINGAPORE, June 2, 2025 /PRNewswire/ -- Hotel101 Global Holdings Corp. ("Hotel101" or "HBNB") and JVSPAC Acquisition Corp. (NASDAQ: JVSA) ("JVSPAC") announced today that the United States Securities and Exchange Commission ("SEC") has declared effective Hotel101's registration statement on Form F-4 filed with the SEC in connection with the previously announced business combination agreement between Hotel101 and JVSPAC.JVSPAC has scheduled the Extraordinar ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 (+852) 9258 9728 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41922 JVSPAC ACQUISITION CORP. ...

Financial Overview - The Company completed its IPO on January 23, 2024, raising gross proceeds of $57,500,000 from the sale of 5,750,000 units at $10.00 per unit[17]. - A private placement of 240,000 units was also completed simultaneously, generating total proceeds of $2,400,000[18]. - The total net proceeds of $57,500,000 from the IPO and private placement were deposited into a trust account for public shareholders[19]. - The company raised approximately $57,500,000 from the IPO and $2,400,000 from the Private Placement Units, with net cash provided by financing activities totaling $59,037,309 for the year ended December 31, 2024[121]. - As of December 31, 2024, the company had cash of $809,301 and working capital of $415,647[84]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[122]. - The company has incurred significant costs to remain publicly traded and may need to raise additional capital to meet operational expenditures prior to the initial Business Combination[127][128]. - If a Business Combination is not consummated by April 23, 2025, the company faces mandatory liquidation and dissolution, raising substantial doubt about its ability to continue as a going concern[129]. Merger and Business Combination - The Company entered into a Merger Agreement on April 8, 2024, with an aggregate consideration of $2,300,000,000 to be paid entirely in stock at a price of $10.00 per share[20]. - The First Amendment to the Merger Agreement was executed on September 3, 2024, modifying the share exchange terms and increasing the termination fee to $2,000,000[23]. - The Company plans to complete its initial business combination within 15 months from the IPO closing, extendable to 18 months if necessary[29]. - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the trust account, initially anticipated to be $10.00 per share[28]. - If the initial business combination is not completed, the Company will distribute the trust account amount to public shareholders and enter voluntary liquidation[30]. - The actual per-share redemption amount may be less than $10.00 due to potential claims from creditors[36]. - Public shareholders can redeem shares for funds from the trust account if the initial business combination is not completed within 15 months, extendable to 18 months[41]. - The company has extended the time available to consummate a Business Combination to April 23, 2025, with a deposit of $575,000 into the Trust Account[111]. Legal and Regulatory Risks - The company faces significant legal and operational risks when considering business combinations with PRC companies, including regulatory reviews and restrictions on foreign ownership[42]. - The PRC government has implemented new cybersecurity measures that may affect companies with over one million users seeking to list abroad[45]. - The legal environment in the PRC presents uncertainties that could limit the enforcement of contractual arrangements with VIEs[47]. - The company may face challenges in obtaining foreign currency for dividend payments from its PRC subsidiaries due to regulatory restrictions[49]. - The M&A Rules require offshore special purpose vehicles to obtain CSRC approval for overseas listings, creating uncertainty for compliance[56]. - The CSRC's Trial Administrative Measures, effective March 31, 2023, clarify requirements for overseas securities offerings by domestic companies[58]. - The PRC Cybersecurity Law mandates that personal information and important data must be stored in China, affecting potential target businesses[59]. - PRC companies can only pay dividends from distributable profits, which may limit the ability of the combined company to distribute profits post-acquisition[62]. - The company may face challenges in enforcing legal judgments in China due to the lack of reciprocal recognition of foreign judgments[53]. Management and Governance - The management team possesses diverse skills in business development, finance, and marketing, which are expected to aid in sourcing and executing business combinations[25]. - The company is classified as an emerging growth company and is eligible for certain exemptions from reporting requirements[79]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or issues more than $1.0 billion in non-convertible debt in a three-year period[81]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2024[146]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, and determined that it was effective based on COSO criteria[150]. - The company has established three standing committees: an audit committee, a compensation committee, and a nominating committee, all of which are composed solely of independent directors[166]. - The audit committee is chaired by Mr. Frank Clifford Chan, who is recognized as an "audit committee financial expert" under SEC rules[167]. - The compensation committee has the authority to retain compensation consultants and is responsible for overseeing executive compensation policies and plans[169]. - The nominating committee is tasked with selecting nominees for the Board of Directors and considers various qualifications, including management experience and integrity[170]. Shareholder and Equity Structure - Winky Investments Limited holds 1,677,500 ordinary shares, representing 21.8% of the total outstanding shares[198]. - The company has 7,686,250 ordinary shares issued and outstanding as of March 6, 2025[196]. - The company has a total of 1,677,500 ordinary shares beneficially owned by its executive officers and directors as a group[198]. - The sponsor purchased 1,437,500 Class B ordinary shares for an aggregate price of $25,000, approximately $0.017 per share, representing 21.8% of the issued shares[202]. - The sponsor acquired 240,000 Private Placement Units at $10.00 each, totaling $2,400,000, with restrictions on transfer until after the initial business combination[204]. - There will be no redemption rights or liquidating distributions for founder shares or private placement units if a business combination is not completed within 15 months, extendable to 18 months[205]. - Independent directors will receive $1,000 per annum, totaling $3,000 annually for three directors, ceasing upon completion of the initial business combination[206]. Operational Performance - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[113]. - The company generates non-operating income from interest on investments held in the Trust Account[114]. - For the year ended December 31, 2024, the company reported a net income of $2,002,561, compared to a net loss of $76,827 for the year ended December 31, 2023[115][120]. - The company had net cash used in operating activities of $728,008 for the year ended December 31, 2024, with changes in operating assets and liabilities providing $39,607 of cash[120]. - As of December 31, 2024, the company had investments held in the Trust Account totaling $60,270,176, including approximately $2,770,176 of interest income[122]. Compliance and Ethics - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[184]. - The company has adopted insider trading policies to promote compliance with applicable laws and regulations[185]. - The company indemnifies its officers and directors against all expenses incurred in legal proceedings, provided they acted in good faith[187]. - The company has adopted a Clawback Policy to recover excess incentive compensation based on erroneous data[195]. - Related party transactions will require majority approval from the audit committee, ensuring independence and conflict of interest assessments[214]. - The company will not consummate a business combination with an entity affiliated with the sponsor or directors without an independent fairness opinion[216].

Financial Performance - The company reported a net income of $626,883 for the three months ended September 30, 2024, compared to a net loss of $48,928 for the same period in 2023[12]. - The company reported a loss from operations of $149,054 for the three months ended September 30, 2024, compared to a loss of $48,928 for the same period in 2023[12]. - The net loss for the quarter ending September 30, 2023, was $48,928,000, compared to a net loss of $662,000 for the previous quarter[14]. - For the three months ended September 30, 2024, the company reported a net income of $626,883, consisting of interest income from trust of $764,667 and bank interest of $11,270, offset by formation and operational costs of $149,054[122]. - For the nine months ended September 30, 2024, the company had a net income of $1,399,026, with interest income from trust totaling $2,079,851 and bank interest of $29,019, against formation and operational costs of $709,844[123]. - The net loss for the three months ended September 30, 2024, was $927,254, with a basic net loss per share of $(0.16)[67]. Assets and Liabilities - Total current assets as of September 30, 2024, amounted to $969,577, compared to $7,650 as of December 31, 2023[9]. - Total liabilities decreased to $467,140 as of September 30, 2024, from $491,697 as of December 31, 2023[10]. - The total assets as of September 30, 2024, were $60,549,428, compared to $394,375 as of December 31, 2023[9]. - As of September 30, 2024, the company had cash of $844,690 and working capital of $502,437[37]. - As of September 30, 2024, the company held marketable securities in the Trust Account amounting to $59,579,851, including approximately $2,079,851 of interest income[129]. Shareholder Equity - Shareholders' equity increased to $1,787,770 as of September 30, 2024, compared to a deficit of $97,322 as of December 31, 2023[11]. - The company had 498,750 Class A ordinary shares issued and outstanding as of September 30, 2024, with none issued as of December 31, 2023[10]. - As of September 30, 2024, Class A Ordinary Shares subject to possible redemption amounted to $58,294,518, reflecting an accretion of $1,866,379 during the quarter[55]. - The company issued 258,750 ordinary shares to the underwriter as part of the underwriting agreement, which are subject to a lock-up period of 180 days following the IPO[139]. Initial Public Offering (IPO) - The company completed its IPO on January 23, 2024, raising total gross proceeds of $57,500,000 from the sale of 5,750,000 Units at an offering price of $10.00 per Unit[126]. - The company incurred transaction costs of $1,715,700 related to the IPO, including $575,000 in underwriting commissions[23]. - The company raised $2,676,965 from proceeds allocated to public rights, net of issuance costs[13]. - The company sold 5,750,000 Units at a price of $10.00 per Unit during its Initial Public Offering, including 750,000 Units issued under the underwriters' over-allotment option[72]. - A Private Placement of 240,000 Units was also consummated simultaneously with the IPO, generating total proceeds of $2,400,000[156]. Business Combination and Future Plans - The Company has until January 23, 2025, to complete the initial Business Combination, or it will trigger an automatic winding up and liquidation[40]. - As of September 30, 2024, the company had not identified a target company for a Business Combination[20]. - The Company expects to incur significant professional and transaction costs in pursuit of the Business Combination[38]. - The Company intends to effectuate its Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of Private Placement Units[112]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Units towards consummating a Business Combination[26]. Financial Stability and Going Concern - Management has raised substantial doubt about the Company's ability to continue as a going concern due to potential liquidation risks[39]. - The company’s principal executive and financial officers have expressed substantial doubt about its ability to continue as a going concern[150]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares[38]. - The Company has not independently verified the Sponsor's ability to satisfy indemnity obligations, which raises concerns about its financial stability[32]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[44]. - The company has no deferred tax provision as it is not subject to income taxes in its primary jurisdiction, the British Virgin Islands[65]. - The company does not expect that any recently issued accounting standards will have a material effect on its condensed financial statements[144]. - The management evaluated the effectiveness of disclosure controls and procedures as of September 30, 2024, concluding they were effective at a reasonable assurance level[147]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[149].

Financial Performance - Net income for the three months ended June 30, 2024, was $441,182, compared to a net loss of $662 for the same period in 2023[13]. - Basic and diluted net income per share for Class A ordinary shares subject to redemption was $0.14 for the three months ended June 30, 2024, compared to $0.29 for the same period in 2023[13]. - The Company reported a net loss of $1,059,608 for the three months ended June 30, 2024, compared to a loss of $356,811 for the same period in 2023[66]. - Basic net income (loss) per share for the three months ended June 30, 2024, was $(0.18), while for the same period in 2023, it was $(0.37)[70]. - For the three months ended June 30, 2024, the company reported a net income of $441,182, driven by interest income from trust of $755,888 and bank interest of $12,804, offset by formation and operational costs of $327,510[117]. - For the six months ended June 30, 2024, the company achieved a net income of $772,143, with total interest income from trust and bank amounting to $1,332,933, against formation and operational costs of $560,790[117]. Assets and Liabilities - Total current assets as of June 30, 2024, increased to $1,085,980 from $7,650 as of December 31, 2023[10]. - Investment held in Trust Account amounted to $58,815,184 as of June 30, 2024, with total assets reaching $59,901,164[10]. - Total liabilities decreased to $445,759 as of June 30, 2024, from $491,697 as of December 31, 2023[11]. - Total shareholders' equity increased to $3,027,266 as of June 30, 2024, from a deficit of $97,322 as of December 31, 2023[12]. - As of June 30, 2024, the Company had cash of $910,200 and a working capital of $640,221, with a loan agreement of up to $350,000 from the Sponsor[35]. - As of June 30, 2024, Class A Ordinary Shares subject to possible redemption amounted to $56,428,139, reflecting accretion of carrying value[56]. Initial Public Offering (IPO) - The company completed its IPO on January 23, 2024, selling 5,750,000 Units, including 750,000 Units sold under the underwriters' overallotment option[12]. - The Company completed its Initial Public Offering on January 23, 2024, selling 5,750,000 Units at a price of $10.00 per Unit, raising a total of $57,500,000[73]. - Transaction costs for the IPO amounted to $1,715,700, which included $575,000 in underwriting commissions and $632,284 in representative shares[23]. - The underwriter was paid $575,000 for the underwriter's discount upon the closing of the IPO, and received 258,750 Representative Shares subject to a 180-day lock-up[89][90]. - The Sponsor purchased 240,000 private placement units at a price of $10.00 per unit for a total of $2,400,000 simultaneously with the IPO[75]. Business Combination - As of June 30, 2024, the Company had not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[20]. - The Company has 12 months from the IPO closing date to complete its initial Business Combination, extendable to 18 months[29]. - The funds from the IPO are held in a Trust Account and will only be released upon the completion of the initial Business Combination or under specific conditions[25]. - The Company must complete a Business Combination with a target having an aggregate fair market value of at least 80% of the Trust Account value[26]. - The Company entered into a Merger Agreement with an aggregate consideration of $2,300,000,000 to be paid entirely in stock at a price of $10.00 per share[33]. - The Company has until January 23, 2025, to consummate the initial Business Combination, failing which it will trigger automatic winding up and liquidation[39]. Operational Costs and Concerns - The Company reported operating and formation costs of $327,510 for the three months ended June 30, 2024, compared to $662 for the same period in 2023[13]. - The Company expects to incur significant professional and transaction costs in pursuit of a Business Combination, potentially requiring additional financing[37]. - Management has raised substantial doubt about the Company's ability to continue as a going concern due to the need for Working Capital Loans[38]. - The company has incurred significant costs as a public company, including legal, financial reporting, accounting, and auditing compliance expenses[146]. Future Projections and Strategies - The company provided guidance for the next quarter, projecting revenue between $1.6 billion and $1.7 billion, which reflects a growth rate of approximately 10% to 13%[161]. - New product launches are expected to contribute an additional $200 million in revenue over the next fiscal year[161]. - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[161]. - Market expansion plans include entering three new international markets by the end of the fiscal year, targeting a potential user base of 2 million[161]. - The company is exploring strategic acquisitions to bolster its market position, with a budget of $100 million allocated for potential deals[161]. User Engagement and Performance Metrics - User data showed a total of 5 million active users, up from 4 million in the previous quarter, indicating a 25% increase[161]. - Customer retention rates increased to 85%, up from 80% last quarter, indicating improved customer satisfaction[161]. - The overall operating margin improved to 30%, up from 25% in the previous quarter, reflecting better cost management[161].

Financial Performance - The company reported a net income of $330,961 for the three months ended March 31, 2024, compared to a net loss of $663 for the same period in 2023[12]. - Basic and diluted net income per share for Class A ordinary shares subject to redemption was $0.15 for the three months ended March 31, 2024[12]. - For the three months ended March 31, 2024, the net income was $330,961, compared to a net loss of $663 for the same period in 2023[71]. - The diluted net income per ordinary share for the three months ended March 31, 2024, was $0.15, while the diluted net income per ordinary share for the same period in 2023 was $(0.19)[73]. Assets and Liabilities - Total current assets as of March 31, 2024, amounted to $1,403,546, a significant increase from $7,650 as of December 31, 2023[9]. - Total assets as of March 31, 2024, were $59,462,842, compared to $394,375 as of December 31, 2023[9]. - Total liabilities decreased to $448,619 as of March 31, 2024, from $491,697 as of December 31, 2023[9]. - The company had cash of $1,047,202 at the end of the period on March 31, 2024[22]. - As of March 31, 2024, the Company had cash of $1,047,202 and working capital of $954,927[40]. Initial Public Offering (IPO) - The Company completed its IPO on January 23, 2024, raising total gross proceeds of $57,500,000 from the sale of 5,750,000 units at an offering price of $10.00 per unit[26]. - The company issued 5,750,000 units in its IPO on January 23, 2024, including 750,000 units sold due to the underwriters' option[10]. - Transaction costs for the IPO amounted to $1,715,700, which included $575,000 in underwriting commissions[28]. - Offering costs associated with the Initial Public Offering totaled $1,751,700, with $1,646,852 allocated to Public Shares[56]. - The underwriter exercised its over-allotment option in full, purchasing an additional 750,000 units[92]. Business Combination and Financing - The Company has a 12-month period from the IPO closing to complete its initial Business Combination, extendable to 18 months[34]. - The Company has entered into a Merger Agreement with Hotel101 Global and other parties, with an aggregate consideration of $2,300,000,000 to be paid entirely in stock[38]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares[42]. - The Sponsor has agreed to loan the Company up to $350,000 for IPO expenses, with $286,385 borrowed as of March 31, 2024[40]. - The Company plans to utilize cash from the Initial Public Offering and Private Placement Units for future Business Combinations[112]. Market and Economic Conditions - The Company is currently evaluating the impact of the COVID-19 pandemic, which may negatively affect its financial position and operations[45]. - Management has raised substantial doubt about the Company's ability to continue as a going concern due to the potential failure to complete a Business Combination by January 23, 2025[44]. - The financial statements do not include adjustments that might result from uncertainties related to the military actions in Ukraine and their economic sanctions[46]. - The potential initial business combination may be subject to foreign ownership restrictions, which could limit transaction opportunities[149]. Shareholder Information - Class A Ordinary Shares subject to possible redemption amounted to $54,570,538 as of March 31, 2024[60]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the initial Business Combination[98]. - The Company will not issue fractional shares upon conversion of the rights, requiring holders to hold rights in multiples of 4 to receive shares[102]. - Each holder of a right will receive one-fourth of one Class A ordinary share upon consummation of the initial Business Combination[100]. Internal Controls and Compliance - Management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective at a reasonable assurance level as of March 31, 2024[143]. - There were no changes in internal control over financial reporting that materially affected the Company during the most recent fiscal quarter[145]. - The Company is not currently a party to any material litigation or legal proceedings that could materially affect its business[145]. - The Company has incurred and expects to continue incurring significant costs as a public company, impacting its financial condition[146].

Financial Position and Concerns - As of December 31, 2023, the company had no cash and a working capital deficit of $484,047[54] - The company cannot assure that efforts to raise capital or consummate an initial business combination will be successful, raising substantial doubt about its ability to continue as a going concern[54] - The company may face limitations on potential business combinations due to foreign ownership restrictions and CFIUS review, which could limit the pool of potential targets[58] - If the company fails to obtain required approvals for its initial business combination, it may be forced to liquidate, resulting in public shareholders receiving only their pro rata share of amounts held in the Trust Account[59] Compliance and Internal Controls - The company has incurred and expects to continue incurring significant costs related to legal, financial reporting, accounting, and auditing compliance[54] - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2023[93] - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[94] - The company has not included a report of management's assessment regarding internal control over financial reporting due to a transition period established by SEC rules for newly public companies[96] - The company has no changes in internal control over financial reporting that materially affected its internal control during the most recent fiscal quarter[97] Governance and Board Structure - The company’s executive team includes individuals with extensive experience in capital markets, corporate finance, and strategic transaction structuring[98][99][100][101] - The Board of Directors consists of five members, with Class B ordinary shares holders having the right to elect all directors prior to the initial business combination[104] - Each director will hold office for a four-year term, and vacancies can be filled by a majority vote of the directors present[104] - The audit committee is composed solely of independent directors, with Mr. Frank Clifford Chan serving as chairperson and qualifying as an "audit committee financial expert"[108] - The compensation committee, also composed of independent directors, is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers[111] - The nominating committee oversees the selection of nominees for the Board of Directors, ensuring candidates have notable achievements and the requisite skills[113] - The company has established guidelines for selecting director nominees, emphasizing ethical standards and dedication to shareholder interests[115] - Directors owe fiduciary duties under British Virgin Islands law, including acting in good faith and avoiding conflicts of interest[117] Conflicts of Interest and Ethics - The company has provisions to address potential conflicts of interest among directors and officers, ensuring they honor fiduciary duties[121] - The sponsor and its affiliates have agreed to waive their redemption rights concerning Founder Shares in connection with the initial business combination[125] - The company does not believe that any potential conflicts of interest would materially affect its ability to complete the initial business combination[122] - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees in accordance with federal securities laws[132] - The company indemnifies its directors and officers against all expenses, including legal fees, and against all judgments, fines, and amounts paid in settlement, provided they acted honestly and in good faith[133] - The company has multiple business affiliations, which may lead to conflicts of interest for its officers and directors when evaluating business combinations[130] - The company is not prohibited from pursuing initial business combinations with affiliated companies, provided an independent opinion on fairness is obtained[128] - The company has a fiduciary duty to present business opportunities to multiple entities due to the affiliations of its officers and directors[130] Compliance with Regulations - The company believes that all filing requirements under Section 16(a) of the Securities Exchange Act were filed in a timely manner by its executive officers and directors[137] - The company has a standard of conduct for indemnification that aligns with Delaware General Corporation Law[135] - The company has a diverse range of business affiliations, including finance, consulting, and automotive sectors, among others[130][131] - The company’s officers and directors have agreed to vote in favor of initial business combinations involving the company[129] - The company’s code of ethics codifies the business and ethical principles governing all aspects of its operations[132]