JVSPAC Acquisition Corp.(JVSA)

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HOTEL101 PROGRESSES TOWARDS NASDAQ LISTING
Prnewswire· 2025-06-02 14:10
Company Overview - Hotel101 Global Holdings Corp. is set to merge with JVSPAC Acquisition Corp., with the SEC declaring the registration statement on Form F-4 effective, facilitating the business combination [1][3][13] - The business combination values Hotel101 at an equity value of US$2.3 billion, and upon completion, it will be the first Filipino-owned company listed on Nasdaq under the ticker symbol "HBNB" [3][4] Business Model - Hotel101 operates an asset-light, prop-tech hospitality platform that utilizes a standardized "condotel" model, allowing individual real estate unit ownership while enhancing guest experiences [4][5][10] - The company generates revenue through two streams: pre-selling hotel units during construction and long-term management contracts for hotel operations, creating a stable revenue model [8][9] Market Strategy - Hotel101 aims to disrupt the hospitality industry by offering identical, standardized hotel rooms globally, enhancing efficiency particularly in the value segment [6][7] - The company has plans for international expansion into key markets, including Japan and the U.S., and aims to establish a global footprint in 100 countries, with 25 priority countries identified for medium-term growth [11][12] Technology and Operations - Hotel101's proprietary app, with over one million registered users, centralizes reservations, guest services, and loyalty programs, adopting dynamic pricing and self-check-in features [7][8] - The company believes its model will set new standards for efficiency and scalability in the hospitality sector, benefiting both unit owners and guests [6][11] Leadership and Vision - The CEO of Hotel101, Hannah Yulo-Luccini, emphasizes the company's vision of becoming a global one-room hotel chain, focusing on efficiency and scalability [4] - Edgar "Injap" Sia II, Chairman and CEO of DoubleDragon Corporation, expresses confidence in Hotel101's potential for rapid international growth, supported by the company's experience in real estate [5][11]
JVSPAC Acquisition Corp.(JVSA) - 2025 Q1 - Quarterly Report
2025-05-14 20:06
[Cautionary Note Concerning Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20CONCERNING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations. These statements reflect management's current beliefs and are identified by words like 'expect,' 'believe,' 'anticipate,' 'intend,' 'estimate,' 'seek,' and variations thereof[10](index=10&type=chunk) - Important factors that could cause actual results to differ are detailed in the Risk Factors section (Part II, Item 1A) of this 10-Q, the Company's Annual Report on Form 10-K/A for fiscal year 2024, and the IPO prospectus[10](index=10&type=chunk) [Part I. Financial Information](index=5&type=section&id=Part%20I.%20Financial%20Information) This section presents the Company's unaudited condensed financial statements and management's analysis of financial condition [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents JVSPAC Acquisition Corp.'s unaudited condensed financial statements, reflecting its status as a blank check company [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20March%2031,%202025%20(Unaudited)%20and%20December%2031,%202024) This section provides the unaudited condensed balance sheets for March 31, 2025, and December 31, 2024 Condensed Balance Sheet as of March 31, 2025 | ASSETS | | | :--- | :--- | | **Current assets** | | | Cash | $1,716,046 | | Prepaid expenses and other current assets | $237,584 | | Total Current Assets | $1,953,630 | | Investment held in Trust Account | $61,481,368 | | **TOTAL ASSETS** | **$63,434,998** | | **LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT** | | | **Current liabilities** | | | Accounts payable and accrued expenses | $45,681 | | Due to third party - Hotel101 Global | $2,000,000 | | Accrued offering costs | $0 | | Promissory note - related party | $286,385 | | Total Liabilities | $2,332,066 | | Class A ordinary shares subject to possible redemption | $61,481,368 | | **Shareholders' Equity (Deficit)** | | | Class B ordinary shares | $25,000 | | (Accumulated deficit) Retained earnings | $(403,436) | | Total Shareholders' Equity (Deficit) | $(378,436) | | **TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (DEFICIT)** | **$63,434,998** | Condensed Balance Sheet as of December 31, 2024 | ASSETS | | | :--- | :--- | | **Current assets** | | | Cash | $809,301 | | Prepaid expenses and other current assets | $54,261 | | Total Current Assets | $863,562 | | Investment held in Trust Account | $60,270,176 | | **TOTAL ASSETS** | **$61,133,738** | | **LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT** | | | **Current liabilities** | | | Accounts payable and accrued expenses | $91,530 | | Due to third party - Hotel101 Global | $0 | | Accrued offering costs | $70,000 | | Promissory note - related party | $286,385 | | Total Liabilities | $447,915 | | Class A ordinary shares subject to possible redemption | $60,086,556 | | **Shareholders' Equity (Deficit)** | | | Class B ordinary shares | $25,000 | | (Accumulated deficit) Retained earnings | $574,267 | | Total Shareholders' Equity (Deficit) | $599,267 | | **TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY (DEFICIT)** | **$61,133,738** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations%20For%20The%20Three%20Months%20Ended%20March%2031,%202025%20and%202024%20(Unaudited)) This section presents the unaudited condensed statements of operations for the three months ended March 31, 2025 and 2024 Condensed Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Operating costs | $234,064 | $233,280 | | Loss from operations | $(234,064) | $(233,280) | | Interest income – Trust | $636,192 | $559,296 | | Interest income – Bank | $14,981 | $4,945 | | Total other income | $651,173 | $564,241 | | Net income | $417,109 | $330,961 | | Basic and diluted net income per share, Class A ordinary shares subject to redemption | $0.12 | $0.15 | | Basic and diluted net income per share, Non-redeemable Class A and Class B ordinary shares | $(0.13) | $(0.19) | [Condensed Statements of Changes in Shareholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)%20For%20The%20Three%20Months%20Ended%20March%2031,%202025%20and%202024%20(Unaudited)) This section details changes in shareholders' equity (deficit) for the three months ended March 31, 2025 and 2024 Changes in Shareholders' Equity (Deficit) for Three Months Ended March 31, 2025 | Item | Class A Ordinary Shares (Shares) | Class A Ordinary Shares (Amount) | Class B Ordinary Shares (Shares) | Class B Ordinary Shares (Amount) | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total Shareholders' Equity (Deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance — December 31, 2024 | 498,750 | $0 | 1,437,500 | $25,000 | $0 | $574,267 | $599,267 | | Accretion of carrying value to redemption value | — | — | — | — | — | $(1,394,812) | $(1,394,812) | | Net income | — | — | — | — | — | $417,109 | $417,109 | | Balance – March 31, 2025 | 498,750 | $0 | 1,437,500 | $25,000 | $0 | $(403,436) | $(378,436) | Changes in Shareholders' Equity (Deficit) for Three Months Ended March 31, 2024 | Item | Class A Ordinary Shares (Shares) | Class A Ordinary Shares (Amount) | Class B Ordinary Shares (Shares) | Class B Ordinary Shares (Amount) | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total Shareholders' Equity (Deficit) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance — December 31, 2023 | — | $0 | 1,437,500 | $25,000 | $0 | $(122,322) | $(97,322) | | Proceeds allocated to Public Rights, net of issuance costs of $83,035 | — | — | — | — | $2,676,965 | — | $2,676,965 | | Sale of 240,000 Private Placement Units, net of issuance costs of $21,813 | 240,000 | — | — | — | $2,378,187 | — | $2,378,187 | | Issuance of Representative Shares | 258,750 | — | — | — | $632,284 | — | $632,284 | | Accretion of carrying value to redemption value | — | — | — | — | $(1,477,390) | — | $(1,477,390) | | Net income | — | — | — | — | — | $330,961 | $330,961 | | Balance – March 31, 2024 | 498,750 | $0 | 1,437,500 | $25,000 | $4,210,046 | $208,639 | $4,443,685 | [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20For%20The%20Three%20Months%20Ended%20March%2031,%202025%20and%202024%20(Unaudited)) This section outlines the unaudited condensed statements of cash flows for the three months ended March 31, 2025 and 2024 Condensed Statements of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net income | $417,109 | $330,961 | | Interest earned on investments held in Trust Account | $(636,192) | $(559,296) | | Changes in operating assets and liabilities | $(229,171) | $(261,772) | | Net cash used in operating activities | $(448,254) | $(490,107) | | Investment of cash in Trust Account – IPO proceeds | $0 | $(57,500,000) | | Investment of cash in Trust Account - extension deposits | $(575,000) | $0 | | Net cash used in investing activities | $(575,000) | $(57,500,000) | | Proceeds from third party – Hotel101 Global | $2,000,000 | $0 | | Proceeds from sale of Public Units | $0 | $57,500,000 | | Payment of underwriting commissions | $0 | $(575,000) | | Proceeds from sale of Private Placement Units | $0 | $2,400,000 | | Payment of offering costs | $(70,000) | $(287,691) | | Net cash provided by financing activities | $1,930,000 | $59,037,309 | | Net Change in Cash | $906,746 | $1,047,202 | | Cash – Beginning of period | $809,301 | $0 | | Cash – End of period | $1,716,046 | $1,047,202 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) This section provides explanatory notes to the unaudited condensed financial statements, detailing accounting policies and significant events [Note 1 — Organization and Business Operations](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) This note describes JVSPAC Acquisition Corp.'s formation as a blank check company, its IPO, and the proposed merger with Hotel101 Global - JVSPAC Acquisition Corp. is a blank check company incorporated on April 20, 2021, for the purpose of effecting a business combination[28](index=28&type=chunk) - The company consummated its IPO on January 23, 2024, selling **5,750,000 units** at **$10.00 per unit**, generating **$57,500,000** in gross proceeds. Simultaneously, a private placement of **240,000 units** generated **$2,400,000**[31](index=31&type=chunk)[32](index=32&type=chunk) - An amount of **$57,500,000** from the IPO proceeds was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds[35](index=35&type=chunk) - On April 8, 2024, the Company entered into a Merger Agreement with Hotel101 Global Pte. Ltd. and related entities, with an aggregate consideration of **$2.3 billion** to be paid in newly issued ordinary shares of PubCo[45](index=45&type=chunk) - The Merger Agreement was amended on September 3, 2024, including a provision for Hotel101 Global to deposit **$2,000,000** into the Company's working capital account to extend its existence and cover expenses if the closing is delayed[47](index=47&type=chunk) - The Company received **$2,000,000** from Hotel101 Global on January 8, 2025, and used **$1,150,000** to extend the Business Combination Period from January 23, 2025, to July 23, 2025[49](index=49&type=chunk)[128](index=128&type=chunk) - As of March 31, 2025, the Company had a working capital deficit of **$378,436**, raising substantial doubt about its ability to continue as a going concern without completing the Business Combination or securing additional financing[51](index=51&type=chunk)[55](index=55&type=chunk) [Note 2 — Basis of Presentation and Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note details the basis of financial statement presentation, key accounting policies, and the Company's 'emerging growth company' status - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations[57](index=57&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[59](index=59&type=chunk)[60](index=60&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value using Level 1 inputs (quoted prices on active markets)[63](index=63&type=chunk)[74](index=74&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes in redemption value recognized in accumulated deficit[68](index=68&type=chunk)[69](index=69&type=chunk) - The Company is a British Virgin Islands business company and is not subject to income taxes in the British Virgin Islands or the United States, resulting in a zero tax provision[77](index=77&type=chunk) Net Income (Loss) per Ordinary Share Calculation | Metric | For Three Months Ended March 31, 2025 | For Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net income | $417,109 | $330,961 | | Remeasurement for ordinary shares subject to redemption | $(1,394,811) | $(1,477,390) | | Net loss including accretion of ordinary shares to redemption value | $(977,702) | $(1,146,429) | | Basic and diluted net income (loss) per share (Redeemable Class A) | $0.12 | $0.15 | | Basic and diluted net income (loss) per share (Non-Redeemable Class A and Class B) | $(0.13) | $(0.19) | [Note 3 — Initial Public Offering](index=22&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note outlines the Company's IPO details, including units sold, proceeds, and associated transaction costs - The Company consummated its IPO on January 23, 2024, selling **5,750,000 Units** at **$10.00 per Unit**, including the full exercise of the underwriter's over-allotment option[85](index=85&type=chunk) - Each Unit consists of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon the completion of the initial Business Combination[85](index=85&type=chunk) - Transaction costs for the IPO totaled **$1,751,700**, comprising **$575,000** in underwriting commissions, **$632,284** for Representative Shares, and **$544,416** in other offering costs[86](index=86&type=chunk) [Note 4 — Private Placement](index=22&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of units to the Sponsor, including terms and transfer restrictions - Simultaneously with the IPO, the Sponsor purchased **240,000 Private Placement Units** at **$10.00 per unit**, generating **$2,400,000**[87](index=87&type=chunk) - Private Placement Units do not have redemption rights or liquidating distributions from the Trust Account and will expire worthless if a Business Combination is not consummated within the allotted period[88](index=88&type=chunk) - These units and underlying shares are not transferable, assignable, or salable by the Sponsor until the completion of the initial Business Combination, except to permitted transferees[89](index=89&type=chunk) [Note 5 — Related Party Transactions](index=22&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details transactions with related parties, including founder shares, promissory notes, and director compensation - The Sponsor acquired **1,437,500 Class B ordinary shares (Founder Shares)** for **$25,000**, which grant exclusive voting rights for director elections prior to a business combination[90](index=90&type=chunk)[91](index=91&type=chunk) - Founder Shares are subject to a lock-up period until six months after the business combination or certain liquidation events, with an early release condition if the share price reaches **$12.00**[93](index=93&type=chunk) - A non-interest bearing promissory note from the Sponsor for **$286,385** to cover IPO expenses remains unpaid as of March 31, 2025, and December 31, 2024[94](index=94&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans (up to **$1,150,000** convertible into units) and Extension Loans (for extending the combination period), both non-interest bearing and repayable upon business combination completion[95](index=95&type=chunk)[97](index=97&type=chunk) - Independent directors receive **$1,000 per annum**, totaling **$3,000 per annum**, which ceases upon business combination or liquidation[96](index=96&type=chunk) [Note 6 — Commitments and Contingencies](index=24&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the Company's commitments, including registration rights, underwriting agreements, and the Merger Agreement - Holders of Founder Shares, Private Placement Units, and Representative Shares are entitled to registration rights, allowing up to three demands for registration and 'piggy-back' rights[98](index=98&type=chunk)[99](index=99&type=chunk) - The underwriter has a right of first refusal for future equity and debt offerings for 12 months following the business combination, subject to FINRA Rule 5110(g)(6)(A)[100](index=100&type=chunk) - The Company paid **$575,000** in underwriting commissions and issued **258,750 Representative Shares** to the underwriter, which are subject to a 180-day lock-up period and waiver of redemption/liquidation rights[102](index=102&type=chunk)[103](index=103&type=chunk) - The Merger Agreement with Hotel101 Global involves an aggregate consideration of **$2.3 billion**, paid entirely in PubCo ordinary shares[104](index=104&type=chunk) - The First Amendment to the Merger Agreement included a **$2,000,000 deposit** from Hotel101 Global to extend the Company's existence and cover expenses, leading to the extension of the Business Combination Period to July 23, 2025[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) [Note 7 — Shareholders' Equity](index=28&type=section&id=Note%207%20%E2%80%94%20Shareholders'%20Equity) This note details the Company's authorized and outstanding share capital, including preferred, Class A, and Class B ordinary shares Share Capital Overview | Share Class | Authorized Shares | Issued and Outstanding (March 31, 2025) | | :--- | :--- | :--- | | Preferred Shares | 1,000,000 | 0 | | Class A Ordinary Shares | 100,000,000 | 498,750 (excluding 5,750,000 subject to redemption) | | Class B Ordinary Shares | 10,000,000 | 1,437,500 | - Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon the initial Business Combination, subject to anti-dilution adjustments[116](index=116&type=chunk) - Prior to the initial Business Combination, only holders of Founder Shares (Class B) have the right to vote on the election of directors[117](index=117&type=chunk) - There are **5,990,000 rights outstanding**, each entitling the holder to receive **one-fourth of one Class A ordinary share** upon consummation of the initial Business Combination. Fractional shares will not be issued[118](index=118&type=chunk)[121](index=121&type=chunk) [Note 8 — Fair Value Measurements](index=29&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note explains the Company's fair value measurement methodology and the classification of trust account investments - The Company applies ASC 820 for fair value measurements, which defines fair value as an exit price and uses a three-level hierarchy based on input observability[73](index=73&type=chunk)[74](index=74&type=chunk) Fair Value Measurements of Assets | Description | Level | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | :--- | | Investments held in Trust Account | 1 | $61,481,368 | $60,270,176 | [Note 9 — Segment Information](index=30&type=section&id=Note%209%20%E2%80%94%20Segment%20Information) This note states the Company operates as a single segment, with the CEO reviewing trust account interest and operating costs - The Company has adopted ASU 2023-07 and determined it has only one operating and reportable segment, with the Chief Executive Officer (CODM) as the chief operating decision maker[124](index=124&type=chunk)[125](index=125&type=chunk) - The CODM reviews interest earned on investments in the Trust Account and operating costs, particularly professional service fees related to the business combination, to assess performance and allocate resources[126](index=126&type=chunk) Key Metrics Reviewed by CODM | Metric | For the Three Months Ended March 31, 2025 | For the Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Professional service fee in connection with the Business Combination | $74,634 | $61,238 | | Other operating costs | $234,064 | $233,280 | | Interest earned on investment held in Trust Account | $636,192 | $559,296 | [Note 10 — Subsequent Events](index=30&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) This note describes events occurring after the balance sheet date, including funds received and business combination extension - On January 8, 2025, the Company received **$2,000,000** from Hotel101 Global[128](index=128&type=chunk) - On April 14, 2025, **$575,000** was deposited into the Trust Account, extending the Business Combination Period from April 23, 2025, to July 23, 2025[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, operational results, and liquidity [Special Note Regarding Forward-Looking Statements](index=31&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This note highlights the inclusion of forward-looking statements, subject to risks detailed in the Company's filings - This section includes forward-looking statements about future events and performance, reflecting management's current beliefs and subject to risks and uncertainties[130](index=130&type=chunk) - Factors that could cause actual results to differ materially are referenced in the Risk Factors section of the Company's filings[130](index=130&type=chunk) [Overview](index=31&type=section&id=Overview) This section provides an overview of JVSPAC Acquisition Corp. as a blank check company formed for a business combination - JVSPAC Acquisition Corp. is a British Virgin Islands blank check company formed on April 20, 2021, to effect a business combination[131](index=131&type=chunk) - The Company expects to incur significant costs in pursuit of acquisition plans and cannot assure successful completion of a business combination[132](index=132&type=chunk) [Recent Developments](index=31&type=section&id=Recent%20Developments) This section summarizes recent key events, including the IPO, private placement, and the Merger Agreement with Hotel101 Global - The Company consummated its IPO on January 23, 2024, selling **5,750,000 Units** for **$57,500,000**, and a private placement of **240,000 Private Placement Units**[133](index=133&type=chunk)[134](index=134&type=chunk) - A total of **$57,500,000** was placed in the Trust Account following the IPO and private placement[134](index=134&type=chunk) - On April 8, 2024, the Company entered into a Merger Agreement with Hotel101 Global and related entities, with a **$2.3 billion** stock consideration[135](index=135&type=chunk) - The Merger Agreement was amended on September 3, 2024, including a provision for Hotel101 Global to deposit **$2,000,000** for extension and expenses[137](index=137&type=chunk) - The Company received **$2,000,000** from Hotel101 Global on January 8, 2025, and used **$1,150,000** to extend the Business Combination Period to July 23, 2025[139](index=139&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) This section analyzes the Company's operational results, primarily focusing on non-operating income from trust account interest - The Company has not generated operating revenues to date, with activities focused on effecting a business combination[141](index=141&type=chunk) - Non-operating income is generated from interest on cash and investments from IPO proceeds[142](index=142&type=chunk) Results of Operations Summary | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net income | $417,109 | $330,961 | | Interest income – Trust | $636,192 | $559,296 | | Interest income – Bank | $14,981 | $4,945 | | Operating costs | $234,064 | $233,280 | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity, capital resources, and the going concern uncertainty without a business combination - Liquidity needs have been met by **$25,000** from founder shares, a **$286,385** loan from the sponsor, **$1.5 million** from IPO proceeds outside the Trust Account, and **$2,000,000** from Hotel101 Global[145](index=145&type=chunk) - Net cash used in operating activities was **$448,254** for the three months ended March 31, 2025, and **$490,107** for the same period in 2024[148](index=148&type=chunk)[149](index=149&type=chunk) - Net cash used in investing activities was **$575,000** in Q1 2025 (extension deposits) and **$57,500,000** in Q1 2024 (IPO proceeds to Trust Account)[149](index=149&type=chunk)[150](index=150&type=chunk) - Net cash provided by financing activities was **$1,930,000** in Q1 2025 (Hotel101 Global proceeds less offering costs) and **$59,037,309** in Q1 2024 (IPO and private placement proceeds less commissions and offering costs)[150](index=150&type=chunk)[151](index=151&type=chunk) - As of March 31, 2025, the Trust Account held **$61,481,368**, and the Company had **$1,716,046** in cash outside the Trust Account[152](index=152&type=chunk)[153](index=153&type=chunk) - The Company's liquidity condition raises substantial doubt about its ability to continue as a going concern, contingent on completing the Business Combination by July 23, 2025, or securing additional financing[157](index=157&type=chunk)[158](index=158&type=chunk) [Off-Balance Sheet Financing Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the Company has no off-balance sheet financing arrangements as of March 31, 2025 - As of March 31, 2025, the Company has no obligations, assets, or liabilities considered off-balance sheet arrangements[159](index=159&type=chunk) [Contractual obligations](index=36&type=section&id=Contractual%20obligations) This section outlines the Company's contractual obligations, including registration rights and underwriting agreement terms - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than those described in the report[160](index=160&type=chunk) - Holders of Founder Shares, Private Placement Units, and Representative Shares are entitled to registration rights, with the Company bearing filing expenses[161](index=161&type=chunk) - The underwriting agreement includes the issuance of **258,750 Representative Shares** to Maxim Partners LLC, subject to a 180-day lock-up and waiver of redemption/liquidation rights[162](index=162&type=chunk)[163](index=163&type=chunk) [Critical Accounting Estimates](index=37&type=section&id=Critical%20Accounting%20Estimates) This section states that no critical accounting estimates were identified in preparing the financial statements - The Company prepares financial statements in accordance with US GAAP, requiring estimates and assumptions that affect reported amounts. No critical accounting estimates were identified[164](index=164&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Recent%20Accounting%20Standards) This section discusses the impact of recently issued accounting standards, including ASU 2023-09, on the Company's financials - ASU 2023-09 (Income Taxes) is effective for fiscal years beginning after December 15, 2024; management does not expect a material impact on financial statements[165](index=165&type=chunk) - No other recently issued, but not yet effective, accounting standards are expected to have a material effect[166](index=166&type=chunk) [JOBS Act](index=37&type=section&id=JOBS%20Act) This section explains the Company's status as an 'emerging growth company' under the JOBS Act and its election for delayed adoption - The Company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards, potentially affecting comparability with non-emerging growth companies[167](index=167&type=chunk) - The Company is evaluating other reduced reporting requirements under the JOBS Act, such as exemptions from auditor attestation, certain compensation disclosures, and PCAOB requirements[168](index=168&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the Company is not required to provide disclosures under this item - As a smaller reporting company, the Company is not required to make disclosures under this item[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures and reports no material changes [Evaluation of Disclosure Controls and Procedures](index=38&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective at a reasonable assurance level - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of March 31, 2025[171](index=171&type=chunk) - They concluded that the disclosure controls and procedures were effective at a reasonable assurance level[171](index=171&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance and are subject to inherent limitations[172](index=172&type=chunk) [Changes in Internal Control over Financial Reporting](index=38&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[173](index=173&type=chunk) [Part II. Other Information](index=39&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, and other disclosures relevant to the Company's operations [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not a party to any material litigation and is unaware of any significant legal exposure - The Company is not currently a party to any material litigation or other legal proceedings[175](index=175&type=chunk) - The Company is not aware of any legal proceeding, investigation, or claim that has a more than remote possibility of having a material adverse effect[175](index=175&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) This section identifies risks including going concern uncertainty, foreign investment regulations, and international trade policy changes - The Company's independent registered public accounting firm's report expresses substantial doubt about its ability to continue as a 'going concern' due to cash and working capital deficit[176](index=176&type=chunk) - If considered a 'foreign person,' the Company's ability to complete a business combination with a U.S. target could be limited by U.S. foreign investment regulations or CFIUS review, potentially leading to delays or liquidation[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) - Changes in international trade policies, tariffs, and treaties may materially and adversely affect the search for a business combination target or the performance of a post-business combination company[180](index=180&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO and private placement of units, including proceeds and offering costs - The Company consummated its IPO on January 23, 2024, selling **5,750,000 Units** for **$57,500,000**[185](index=185&type=chunk) - Simultaneously, **240,000 Private Placement Units** were sold to the Sponsor for **$2,400,000** in an unregistered sale[186](index=186&type=chunk) - Total offering costs were **$1,751,700**, including underwriting commissions, Representative Shares, and other offering costs[188](index=188&type=chunk) - Private Placement Units are subject to transfer restrictions and lack redemption rights or liquidating distributions from the Trust Account[187](index=187&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[190](index=190&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable[190](index=190&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - No other information was reported[191](index=191&type=chunk) [Item 6. Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL documents List of Exhibits | No. | Description of Exhibit | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | - Certifications 32.1 and 32.2 are furnished pursuant to Section 906 of the Sarbanes-Oxley Act and are deemed not filed for purposes of Section 18 of the Securities Exchange Act[193](index=193&type=chunk) [Signatures](index=44&type=section&id=Signatures) The report was duly signed by the Chairman and CEO, and CFO and Director on May 14, 2025 - The report was signed on May 14, 2025, by Albert Wong (Chairman and CEO) and Claudius Tsang (CFO and Director)[198](index=198&type=chunk)
JVSPAC Acquisition Corp.(JVSA) - 2024 Q4 - Annual Report
2025-03-06 11:19
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].
JVSPAC Acquisition Corp.(JVSA) - 2024 Q3 - Quarterly Report
2024-11-08 22:00
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].
JVSPAC Acquisition Corp.(JVSA) - 2024 Q2 - Quarterly Report
2024-08-09 18:23
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].
JVSPAC Acquisition Corp.(JVSA) - 2024 Q1 - Quarterly Report
2024-05-13 20:04
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].
JVSPAC Acquisition Corp.(JVSA) - 2023 Q4 - Annual Report
2024-04-01 20:00
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]