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 ☐ 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. (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands N/A (State or other jurisdicti ...

IPO and Financing - 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]. - A total of $57,500,000 from the IPO and private placement was 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, resulting in net cash provided by financing activities of $59,037,309 for the year ended December 31, 2024[121]. - The company deposited $575,000 into its trust account to extend the combination period from January 23, 2025, to April 23, 2025[70]. - The company can extend the time available to consummate a Business Combination by depositing $575,000 into the Trust Account[111]. Merger Agreement - 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]. - At the Company Amalgamation Effective Time, 195,500,000 PubCo Ordinary Shares will be issued in exchange for Hotel101 Global Shares[23]. - 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]. Trust Account and Shareholder Returns - If the initial business combination is not completed, public shareholders will receive approximately $10.00 per share upon liquidation[35]. - The trust account funds may be subject to claims from creditors, potentially affecting the redemption amounts for public shareholders[34]. - The company has a trust account with a minimum threshold of $10.00 per share, and any claims that reduce the trust account below this amount may affect shareholder returns[41]. - If the company is deemed insolvent, funds in the trust account may be subject to claims from third parties, potentially limiting returns to public shareholders[40]. Regulatory and Legal Risks - The company faces significant legal and operational risks when considering business combinations with PRC companies, including regulatory reviews and restrictions on foreign ownership[43]. - Recent regulatory changes in China, such as the Trial Administrative Measures for Overseas Securities Offering, impose additional requirements for PRC companies seeking to list abroad[46]. - The company is subject to uncertainties in the PRC legal system, which could limit the enforcement of contractual arrangements with VIEs[47]. - The company may need to navigate complex regulations regarding fund transfers and dividends between its subsidiaries and the holding company[48]. - The PCAOB's ability to conduct inspections may be hindered if PRC authorities obstruct access, potentially leading to delisting of securities from U.S. exchanges[52]. - The company is subject to U.S. foreign investment regulations which may limit its ability to complete an initial business combination with a U.S. target company[85]. Financial Performance and Position - 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 cash of $809,301 and working capital of $415,647[84]. - 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]. - 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]. - 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]. Corporate Governance - The Board of Directors consists of five members, with directors serving a four-year term[163]. - 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 responsible for overseeing the work of independent auditors and ensuring their independence, with Mr. Frank Clifford Chan serving as the chairperson[167][168]. - The compensation committee has the authority to retain compensation consultants and is responsible for approving executive compensation policies and plans[169]. - The nominating committee is tasked with selecting nominees for the Board of Directors and ensuring a diverse mix of skills and backgrounds among its members[170][171]. Conflicts of Interest - The company has a fiduciary duty to act in the best interests of shareholders and to avoid conflicts of interest, as outlined in its amended and restated memorandum and articles of association[172][174]. - Directors and officers are not required to commit full time to the company's affairs, which may lead to conflicts of interest in managing their time across various business activities[176][177]. - The company may pursue initial business combinations with entities affiliated with its sponsor, officers, or directors, provided that an independent opinion is obtained to ensure fairness[179]. - The sponsor may make loans to the company, which could be converted into units if a business combination is completed, creating potential conflicts of interest[181]. Shareholder Information - Winky Investments Limited holds 1,677,500 ordinary shares, representing 21.8% of the total outstanding shares[198]. - The total number of ordinary shares issued and outstanding as of March 6, 2025, is 7,686,250[196]. - Harraden Circle Investments, LLC owns 479,656 ordinary shares, accounting for 6.24% of the total[198]. - Meteora Capital, LLC holds 593,097 ordinary shares, which is 7.72% of the total[198]. - Mizuho Financial Group, Inc. has 562,054 ordinary shares, representing 7.31% of the total[198]. - First Trust Capital Management L.P. owns 630,200 ordinary shares, accounting for 8.20% of the total[198]. Compliance and Internal Controls - 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 does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, acknowledging inherent limitations[147]. - The management is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with GAAP[149]. Policies and Procedures - The company has adopted a Clawback Policy to recoup incentive compensation based on erroneous data[195]. - The company has adopted insider trading policies to promote compliance with applicable laws and regulations[185]. - The company has adopted a code of ethics to avoid conflicts of interest, requiring board approval for any related transactions[213]. - Related party transactions will require a majority vote from the audit committee for approval, 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 Position - 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] - Shareholders' equity increased to $1,787,770 as of September 30, 2024, from a deficit of $97,322 at the end of 2023[11] - 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 had no long-term debt or capital lease obligations[135] - As of September 30, 2024, the company had cash of $844,690, intended for identifying and evaluating target businesses and conducting due diligence[130] Income and Earnings - 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] - Basic and diluted net income per share for Class A ordinary shares subject to redemption was $0.16 for the three months ended September 30, 2024[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] - The net loss for the three months ended September 30, 2024, was $927,254, with a basic net loss per share of $(0.16)[69] - 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 achieved 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] Cash Flow and Investments - The company had cash and cash equivalents of $844,690 as of September 30, 2024, significantly up from $7,650 at the end of 2023[9] - Cash used in operating activities for the quarter ending September 30, 2024, was $(692,619)[17] - Cash used in operating activities for the nine months ended September 30, 2024, was $692,619, with net income of $1,399,026 impacted by interest earned on investments held in the Trust Account[128] - The company invested $57,500,000 in a Trust Account, which will be used for future business combinations[25] - Marketable securities held in the Trust Account were valued at $59,579,851 as of September 30, 2024[107] IPO and Financing - The company raised $57,500,000 from its IPO, selling 5,750,000 units at $10.00 per unit[21] - 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 generated total proceeds of $2,400,000 from the private placement of 240,000 units at approximately $10.00 per unit[22] - The company issued 240,000 Private Placement Units, generating $21,813 in proceeds[13] - The Sponsor has agreed to loan the Company up to $350,000 for IPO expenses, with an unpaid balance of $286,385 as of September 30, 2024[37] Business Combination and Future Plans - The Company has until January 23, 2025, to consummate the initial Business Combination, failing which it will trigger automatic winding up and liquidation[40] - The aggregate consideration for the merger with the Target Parties is $2,300,000,000, to be paid entirely in stock at a price of $10.00 per share[33] - The Company entered into a Merger Agreement on April 8, 2024, with Hotel101 Global and other parties for a proposed Business Combination[117] - The Company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete its Business Combination[38] - The Company may issue additional securities or incur debt prior to or in connection with the Business Combination[38] Risks and Concerns - The Company has raised substantial doubt about its ability to continue as a going concern due to potential failure to complete a Business Combination[39] - The company has incurred significant costs to remain publicly traded and expects to continue incurring transaction costs related to the Business Combination[133] - If the Business Combination is not completed within 12 months from the IPO closing, the company may commence voluntary liquidation[133] - The company’s potential initial business combination may be subject to foreign ownership restrictions, which could limit transaction opportunities[153] Accounting and Compliance - The Company has not recognized any unrecognized tax benefits as of September 30, 2024, and does not expect significant changes in this regard over the next twelve months[63] - The company does not expect the adoption of recently issued accounting standards to have a material effect on its financial statements[71] - The company’s management does not believe that the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures[143] - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of the end of the fiscal quarter[147] - The company is not currently a party to any material litigation or legal proceedings that could materially affect its financial condition[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]. - 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 working capital of $640,221, with a loan agreement of up to $350,000 from the Sponsor for IPO expenses[35]. - As of June 30, 2024, the company had marketable securities held in the Trust Account amounting to $58,815,184, including approximately $1,315,184 of interest income[125]. 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]. - The Company also raised $2,400,000 from a private placement of 240,000 units at approximately $10.00 per unit[22]. - Transaction costs for the IPO amounted to $1,715,700, which included $575,000 in underwriting commissions and $632,284 in representative shares[23]. - Offering costs associated with the IPO totaled $1,751,700, allocated primarily to Public Shares and charged to shareholders' equity[52]. - The underwriter was paid $575,000 for the underwriter's discount upon the IPO closing, and received 258,750 Representative Shares subject to a lock-up period of 180 days[89]. 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 if necessary[29]. - The Company 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 at a price of $10.00 per share[33]. - The Company will provide public shareholders the opportunity to redeem their shares at a price equal to the amount in the Trust Account, initially anticipated to be $10.00 per share[27]. - The Company has broad discretion in applying the net proceeds from the IPO and private placement towards consummating a Business Combination[26]. Financial Risks and Concerns - Management has raised substantial doubt about the Company's ability to continue as a going concern, with plans to address this through Working Capital Loans[38]. - The Company expects to incur significant professional and transaction costs in pursuit of a Business Combination, potentially requiring additional financing[37]. - The Company has not independently verified the Sponsor's ability to satisfy indemnity obligations related to the Trust Account[32]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[130][131]. - The Company is subject to potential foreign investment regulations that could limit its ability to complete an initial business combination with a U.S. target company[149]. Compliance and Governance - The Company has filed certifications for both the Principal Executive Officer and Principal Financial Officer in accordance with the Sarbanes-Oxley Act of 2002[31.1][31.2]. - The report includes Inline XBRL documents for detailed financial data presentation[101.INS]. - The signatures of the Chairman and Chief Executive Officer, Albert Wong, and Chief Financial Officer, Claudius Tsang, were recorded on August 9, 2024[159]. - The company is compliant with the Exchange Act requirements as indicated in the report[160]. - The company has agreed to registration rights for certain securities issued in connection with the IPO, allowing for up to three demands for registration[132]. Accounting and Taxation - The Company does not expect any material changes in unrecognized tax benefits over the next twelve months[64]. - The Company is currently not subject to income taxes in the British Virgin Islands or the United States, resulting in a tax provision of zero for the period presented[64]. - The Company does not anticipate that the adoption of recently issued accounting standards will have a material effect on its financial statements[72]. - The Company has not identified any critical accounting estimates that could materially affect its financial statements[137]. - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of permanent shareholders' equity[138].

Financial Position - Total current assets as of March 31, 2024, are $1,403,546, compared to $7,650 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] - Total shareholders' equity increased to $4,443,685 as of March 31, 2024, from a deficit of $97,322 as of December 31, 2023[10] - As of March 31, 2024, the Company had cash of $1,047,202 and working capital of $954,927[40] - As of March 31, 2024, the Company had cash of $1,047,202 available for identifying and evaluating target businesses[126] Income and Earnings - 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 is $0.15[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] IPO and Financing - 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 raised $57,500,000 from the sale of Public Units during the financing activities[22] - The Company incurred transaction costs of $1,715,700 related to the IPO, including $575,000 in underwriting commissions[28] - The underwriter exercised its over-allotment option in full, purchasing an additional 750,000 units at the IPO[92] - The Company also consummated a Private Placement of 240,000 Private Placement Units at approximately $10.00 per Unit, generating total proceeds of $2,400,000[153] Business Combination - The Company has a 12-month period (extendable to 18 months) from the IPO closing to complete its initial Business Combination[34] - The Company will not generate operating revenues until after the completion of its initial Business Combination[25] - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Units towards consummating a Business Combination[31] - The Company has until January 23, 2025, to complete its initial Business Combination, or it will face mandatory liquidation[44] - 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[109] Costs and Expenses - The company incurred operating and formation costs of $233,280 for the three months ended March 31, 2024, compared to $663 in 2023[12] - Cash used in operating activities for the three months ended March 31, 2024, was $490,107, with net income affected by interest earned on investments[124] - The Company expects to incur significant costs in pursuing its acquisition plans[113] - The Company has incurred and expects to continue incurring significant costs as a public company, which raises substantial doubt about its ability to continue as a going concern[146] Shareholder Information - The company has 498,750 Class A ordinary shares issued and outstanding as of March 31, 2024[10] - 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] - Each holder of a right will receive one-fourth of one Class A ordinary share upon consummation of the initial Business Combination[100] - 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] Regulatory and Compliance - The Company is classified as an "emerging growth company" and is taking advantage of certain exemptions from reporting requirements[49] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2024[65] - The Company has no off-balance sheet arrangements as of March 31, 2024[130] - There were no changes in internal control over financial reporting that materially affected the Company's internal control 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 or financial condition[145] 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] - The ongoing military action in Ukraine and related sanctions may materially affect the Company's ability to consummate a Business Combination[46] Miscellaneous - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[62] - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage of $250,000[61] - The Company has elected to recognize changes in redemption value in additional paid-in capital over an expected 12-month period[138] - Management does not believe that the adoption of ASU 2023-09 will have a material impact on the financial statements and disclosures[139]

Financial Position - As of December 31, 2023, the company had no cash and a working capital deficit of $484,047[54]. - The company has incurred and expects to continue incurring significant costs as a public company, including legal and financial reporting expenses[54]. - The management's plans to address the need for additional capital are discussed in the Management's Discussion and Analysis section[54]. Business Combination Risks - The company may face limitations in pursuing initial business combinations due to foreign ownership restrictions and CFIUS review[58]. - If the company fails to obtain required approvals for business combinations, it may be forced to liquidate, resulting in shareholders only receiving their pro rata share of amounts held in the Trust Account[59]. Internal Controls and Procedures - 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 to prevent all errors and instances of fraud[94]. - The management's report on internal controls over financial reporting is not included due to a transition period for newly public companies[96]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[97]. Board of Directors - The company has a diverse board of directors with extensive experience in capital markets, corporate finance, and strategic transactions[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 ethical standards[113]. - The company has established guidelines for selecting director nominees, emphasizing intelligence, experience, 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]. - The company has provisions to address potential conflicts of interest among directors and officers, ensuring they honor fiduciary duties[121]. Conflicts of Interest and Ethics - The sponsor and its affiliates have agreed to waive redemption rights concerning their 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 believes that all filing requirements applicable to its executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner[137].