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) - 2024 Q1 - Quarterly Report