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].
JVSPAC Acquisition Corp.(JVSAU) - 2024 Q2 - Quarterly Report