Financial Performance - Net income for the three months ended March 31, 2025, was $417,109, up from $330,961 for the same period in 2024, representing a year-over-year increase of 26%[17] - For the three months ended March 31, 2025, the company reported a net income of $417,109, consisting of interest income from investments held in the Trust Account of $636,192 and operational loss of $234,064[143] - The net loss including accretion of ordinary shares to redemption value for the three months ended March 31, 2025, was $(977,702), an improvement from $(1,146,429) in 2024[80] - The basic and diluted net income (loss) per share for the three months ended March 31, 2025, was $0.12, compared to $(0.13) for the same period in 2024[81] Assets and Liabilities - Total current assets increased to $1,953,630 as of March 31, 2025, compared to $863,562 as of December 31, 2024, reflecting a growth of 126%[14] - Total liabilities increased significantly to $2,332,066 as of March 31, 2025, from $447,915 as of December 31, 2024, indicating a rise of 420%[14] - The company had total assets of $63,434,998 as of March 31, 2025, compared to $61,133,738 as of December 31, 2024, showing an increase of 4%[14] - As of March 31, 2025, the Company had cash of $1,716,046 and a working capital deficit of $378,436[51] IPO and Financing - The IPO generated total gross proceeds of $57,500,000, with 5,750,000 units sold at an offering price of $10.00 per unit[31] - The Company incurred transaction costs of $1,751,700 related to the IPO, including $575,000 in underwriting commissions[33] - The Company raised $57,500,000 from its IPO, with funds placed in a Trust Account, which can only be invested in U.S. government treasury bills or certain money market funds[35] - 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[87] Business Combination - The Company has a 12-month period from the IPO closing to complete the initial Business Combination, extendable to 18 months with a $575,000 deposit[40] - 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 $10.00 per share[45] - The Company will provide public shareholders the opportunity to redeem shares at a price equal to the amount in the Trust Account prior to the Business Combination[38] - If the Business Combination is not completed within the Combination Period, the Company will redeem public shares at a per-share price based on the Trust Account balance[41] Risks and Concerns - The liquidity condition raises substantial doubt about the Company's ability to continue as a going concern within one year from the issuance of the financial statements[55] - The Company expects to incur significant professional and transaction costs in pursuit of a Business Combination, potentially requiring additional financing[53] - If a Business Combination is not completed by July 23, 2025, the company faces mandatory liquidation and dissolution, raising concerns about its ability to continue as a going concern[158] - Risks from geopolitical events may materially affect the Company's ability to consummate a Business Combination and raise financing[56] Shareholder Information - The Company has classified its Class A ordinary shares subject to possible redemption as temporary equity, reflecting the potential for mandatory redemption[39] - The underwriters and insiders have agreed to waive their redemption rights in connection with the Business Combination[42] - The Company has established registration rights for holders of Founder Shares and Private Placement Units, allowing them to demand registration of their securities[161] Operational Status - The company has not commenced any operations as of March 31, 2025, and will not generate operating revenues until after completing its initial Business Combination[29] - 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[141] - The company has incurred operating costs of $234,064 for the three months ended March 31, 2025, compared to $233,280 for the same period in 2024[126] Investment and Trust Account - The Company has investments held in the Trust Account valued at $61,481,368 as of March 31, 2025, compared to $60,270,176 as of December 31, 2024[123] - The Company’s investments held in the Trust Account are classified as trading securities, primarily in U.S. Treasury securities[63]
JVSPAC Acquisition Corp.(JVSAU) - 2025 Q1 - Quarterly Report