JVSAU JVSPAC Acquisition Corporation

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

January 20, 2025

Date of Report (Date of earliest event reported)

 

JVSPAC Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands		001-41922		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer IdentificationNo.)

 

G/F Hang Tak Building 1 Electric Street Wan Chai Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: +852 9258 9728

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units		JVSAU		The Nasdaq Stock Market LLC
Class A Ordinary Shares, no par value		JVSA		The Nasdaq Stock Market LLC
Rights		JVSAR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01 Regulation FD Disclosure

 

On January 20, 2025, an article with reference to the transactions (the “Transaction”) contemplated by the Merger Agreement by and among JVSPAC Acquisition Corp. (the “Company” or “JVSPAC”), Hotel101 Global Pte. Ltd. (“Hotel101 Global”) and other parties named therein, dated April 8, 2024 (as amended on September 3, 2024), was published in The Philippines Star. This article contains certain quotes from Edgar “Injap” Sia II, chairman and CEO of DoubleDragon Corporation (“DoubleDragon”), a principal shareholder of Hotel101 Global, about the Transaction, and is being filed as Exhibit 99.1 hereto. Notwithstanding these quotes in the article, the parties to the Transaction are currently contemplating all potential capital-raising options including an “equity follow-on” but have not yet made any definitive plans for Hotel101 Global or in connection with the Transaction; and the Company currently expects the Transaction to close during the first half of 2025.

 

No Offer or Solicitation

 

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination transaction (the “Transactions”). It does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 

Participants in the Solicitation

 

JVSPAC, DoubleDragon, Hotel101 Global, and their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from JVSPAC’s shareholders in connection with the proposed Transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of JVSPAC’s shareholders in connection with the proposed Transactions will be set forth in the proxy statement/prospectus to be filed with the SEC in connection with the Transactions. You can find more information about JVSPAC’s directors and executive officers in JVSPAC’s final prospectus related to its initial public offering dated January 18, 2024 and subsequent filings on Form 3 and Form 10-K, and when available, Form 4 and Form 10-Q. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

 

 

Additional Information About the Business Combination and Where to Find It

 

The proposed Transactions will be submitted to shareholders of JVSPAC for their consideration and approval. JVSPAC and PubCo intend to jointly file a registration statement (the “Registration Statement”) with the SEC which will include a preliminary proxy statement in connection with JVSPAC’s solicitation for proxies for the vote by JVSPAC’s shareholders in connection with the proposed Transactions and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of the securities to be issued to Hotel101 Global’s shareholders in connection with the completion of the proposed Transactions. After the Registration Statement is filed and declared effective, JVSPAC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Transactions. JVSPAC’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with JVSPAC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed Transactions, because these documents will contain important information about JVSPAC, Hotel101 Global and the proposed Transactions. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed Transactions and other documents filed with the SEC by JVSPAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to JVSPAC at G/F Hang Tak Building, 1 Electric Street, Wan Chai, Hong Kong.

 

Forward Looking Statements

 

This communication includes “forward-looking statements” which may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated enterprise value of the combined company, Hotel101 Global’s ability to scale and grow its business, the advantages and expected growth of the combined company, the combined company’s ability to source and retain talent, the cash position of the combined company following closing of the Transactions, JVSPAC’s and Hotel101 Global’s ability to consummate the Transactions, and expectations related to the terms and timing of the Transactions, as applicable. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of JVSPAC’s and Hotel101 Global’s management and are not predictions of actual performance.

 

These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of JVSPAC and Hotel101 Global. These forward-looking statements are subject to a number of risks and uncertainties, including the ability of JVSPAC and Hotel101 Global to successfully or timely consummate the proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Transactions or approval of the shareholders of JVSPAC or Hotel101 Global; failure to realize the anticipated benefits of the proposed Transactions; the combined company’s ability to execute on its business model, potential business expansion opportunities in foreign countries and growth strategies, retain and expand customers’ use of its hotel services and attract new customers, and source and maintain talent; risks relating to the combined company’s sources of cash and cash resources; risks relating to Hotel101 Global’s business; risks relating to JVSPAC’s and the combined company’s vulnerability to security breaches; risks relating to the combined company’s ability to manage future growth; the effects of competition on the combined company’s future business; the amount of redemption requests made by JVSPAC’s public shareholders; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries involving the parties to the Transactions; the impact of the COVID-19 pandemic on Hotel101 Global’s or the combined company’s business and the global economy; and those factors discussed in JVSPAC’s final prospectus related to its initial public offering dated January 18, 2024, under the heading “Risk Factors,” in JVSPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading “Risk Factors” filed with the SEC on April 1, 2024 and other documents filed, or to be filed, by JVSPAC with the SEC. If any of these risks materializes or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither JVSPAC nor Hotel101 Global presently knows or that JVSPAC and Hotel101 Global currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect JVSPAC’s and Hotel101 Global’s expectations, plans or forecasts of future events and views as of the date of this communication. JVSPAC and Hotel101 Global anticipate that subsequent events and developments will cause JVSPAC’s and Hotel101 Global’s assessments to change. However, while JVSPAC and Hotel101 Global may elect to update these forward-looking statements at some point in the future, JVSPAC and Hotel101 Global specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing JVSPAC’s and Hotel101 Global’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit		Description
99.1		“DoubleDragon boosting war chest with P51 billion fund-raising initiatives” published by The Philippines Star on January 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  January 21, 2025	JVSPAC Acquisition Corp.
	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

The Philippine Star, published on January 20, 2025

 

DoubleDragon boosting war chest with P51 billion fund-raising initiatives

 

Year of The Dragon

 

MANILA, Philippines — DoubleDragon Corp., the listed property developer owned by Edgar “Injap” Sia II and Tony Tan Caktiong, is bolstering significantly its war chest with capital-raising initiatives worth P51.3 billion planned for this year, the largest equity increase to be generated in the firm’s 13-year history.

 

Sia, chairman and CEO of DoubleDragon, said he expects 2025 to be the most significant year in the company’s history since the joint venture came to life in 2012.

 

“This year 2025, DoubleDragon expects to generate the largest equity increase in its history from its multiple capital initiatives in the pipeline, with the upcoming Hotel101 Global US equity listing and equity follow-on and the CentralHub REIT listing expected to raise a total of P51.3 billion in fresh equity capital,” Sia told The STAR, adding that “2025 is the defining moment year in DoubleDragon Corp.’s 13-year history.”

 

DoubleDragon subsidiary Hotel101 Global is gearing up to become the first Filipino company to list in the US via a special purpose acquisition company.

 

Sia said the company targets to complete the filing for its upcoming Nasdaq listing this week, with the whole listing process expected to be completed this first quarter. 

 

The US listing of Hotel101 Global, with HBNB as its ticker symbol, is set to open new doors for the company to tap the deep and broad pool of capital in the US, significantly boosting DoubleDragon’s balance sheet.

 

On top of the US listing, DoubleDragon is also looking to proceed this year with the Philippines’ first industrial real estate investment trust (REIT) initial public offering (IPO) in partnership with Tan Caktiong’s Asian food conglomerate Jollibee Foods Corp.

 

The company was earlier looking at pushing through with the REIT listing of industrial warehouse subsidiary CentralHub by the second half of 2025 as interest rates started to consistently decline.

 

CentralHub has 60.57 hectares of industrial assets and plans to build a P24.8-billion leasing portfolio.

 

 

Just last week, DoubleDragon’s board approved the retail bond issuance this first quarter of up to P10 billion, consisting of P5 billion base offer and an oversubscription option of up to P5 billion.

 

The retail bonds, which come with a seven-year tenor, will have an interest rate of 7.77 percent per annum.

 

The upcoming issuance is set to be the only peso retail bond offering of  the company for the entire year.

 

“The fresh equity inflows this year are expected to be the largest ever in DoubleDragon’s history, and myself and our team are ready to think sharper and work harder like never before to make 2025 one of the most remarkable year in DoubleDragon’s history,” Sia said.

 

“We see 2025 as the year that DoubleDragon becomes a Tier 1 enduring company that is poised to stand the test of time and we plan to begin 2025 fully equipped to further grow stronger toward Double’Dragon’s set vision for 2035,” he said.

 

Under the company’s long-term plans, DoubleDragon aims to exceed P500 billion in global consolidated annual revenues and surpass P50 billion in net income level by 2035.

 

It also eyes to complete its footprint in all 82 provinces in the Philippines by then.

 

Further, the company, via Hotel101 Global, targets to have planted its footprint in 100 countries worldwide by 2035.

 

DoubleDragon also seeks to become a totally debt-free company and generate annual cash dividends exceeding P12 billion by 2035.

 

“Myself as a committed and passionate Filipino entrepreneur, the vision we set are carefully planned, deeply thought of and once set we intensely execute,” Sia said.

 

 

 

v3.24.4

Cover	Jan. 20, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 20, 2025
Entity File Number	001-41922
Entity Registrant Name	JVSPAC Acquisition Corp.
Entity Central Index Key	0001866001
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	G/F Hang Tak Building
Entity Address, Address Line Two	1 Electric Street
Entity Address, City or Town	Wan Chai
Entity Address, Country	HK
Entity Address, Postal Zip Code	N/A
City Area Code	+852
Local Phone Number	9258 9728
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units
Title of 12(b) Security	Units
Trading Symbol	JVSAU
Security Exchange Name	NASDAQ
Class A Ordinary Shares, no par value
Title of 12(b) Security	Class A Ordinary Shares, no par value
Trading Symbol	JVSA
Security Exchange Name	NASDAQ
Rights [Member]
Title of 12(b) Security	Rights
Trading Symbol	JVSAR
Security Exchange Name	NASDAQ

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