JVSPAC Acquisition Corp.(JVSA) - 2025 Q1 - Quarterly Report

Cautionary Note Concerning Forward-Looking Statements 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] - 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] Part I. Financial Information This section presents the Company's unaudited condensed financial statements and management's analysis of financial condition Item 1. Financial Statements This section presents JVSPAC Acquisition Corp.'s unaudited condensed financial statements, reflecting its status as a blank check company Condensed Balance Sheets 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 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) 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 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 This section provides explanatory notes to the unaudited condensed financial statements, detailing accounting policies and significant events Note 1 — Organization and Business Operations 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] - 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][32] - 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] - 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] - 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] - 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][128] - 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][55] Note 2 — Basis of Presentation and Summary of Significant Accounting Policies 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] - 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][60] - 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][74] - 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][69] - 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] 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 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] - 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] - 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] Note 4 — Private Placement 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] - 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] - 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] Note 5 — Related Party Transactions 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][91] - 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] - 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] - 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][97] - Independent directors receive $1,000 per annum, totaling $3,000 per annum, which ceases upon business combination or liquidation[96] Note 6 — Commitments and Contingencies 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][99] - 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] - 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][103] - The Merger Agreement with Hotel101 Global involves an aggregate consideration of $2.3 billion, paid entirely in PubCo ordinary shares[104] - 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][108][110] Note 7 — Shareholders' Equity 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] - Prior to the initial Business Combination, only holders of Founder Shares (Class B) have the right to vote on the election of directors[117] - 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][121] Note 8 — Fair Value Measurements 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][74] 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 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][125] - 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] 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 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] - 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition, operational results, and liquidity Special Note Regarding Forward-Looking Statements 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] - Factors that could cause actual results to differ materially are referenced in the Risk Factors section of the Company's filings[130] 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] - The Company expects to incur significant costs in pursuit of acquisition plans and cannot assure successful completion of a business combination[132] Recent Developments 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][134] - A total of $57,500,000 was placed in the Trust Account following the IPO and private placement[134] - 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] - 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] - 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] Results of Operations 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] - Non-operating income is generated from interest on cash and investments from IPO proceeds[142] 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 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] - 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][149] - 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][150] - 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][151] - 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][153] - 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][158] Off-Balance Sheet Financing Arrangements 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] Contractual obligations 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] - Holders of Founder Shares, Private Placement Units, and Representative Shares are entitled to registration rights, with the Company bearing filing expenses[161] - 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][163] Critical Accounting Estimates 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] Recent Accounting Standards 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] - No other recently issued, but not yet effective, accounting standards are expected to have a material effect[166] JOBS Act 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] - 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] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 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] Item 4. Controls and Procedures This section details the evaluation of the Company's disclosure controls and procedures and reports no material changes Evaluation of Disclosure Controls and Procedures 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] - They concluded that the disclosure controls and procedures were effective at a reasonable assurance level[171] - Disclosure controls and procedures provide reasonable, not absolute, assurance and are subject to inherent limitations[172] Changes in Internal Control over Financial Reporting 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] Part II. Other Information This section covers legal proceedings, risk factors, equity sales, and other disclosures relevant to the Company's operations Item 1. Legal Proceedings 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] - 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] Item 1A. Risk Factors 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] - 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][178][179] - 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][181][183][184] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - Simultaneously, 240,000 Private Placement Units were sold to the Sponsor for $2,400,000 in an unregistered sale[186] - Total offering costs were $1,751,700, including underwriting commissions, Representative Shares, and other offering costs[188] - Private Placement Units are subject to transfer restrictions and lack redemption rights or liquidating distributions from the Trust Account[187] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[190] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable[190] Item 5. Other Information No other information was reported under this item - No other information was reported[191] Item 6. Exhibits 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] 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]