M&A - JVSPAC Acquisition Corp.

Form Type: 15-12G

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062508

Filing Summary: JVSPAC Acquisition Corp. filed Form 15-12G to certify the termination of its registration under Section 12(g) of the Securities Exchange Act of 1934. This action follows the merger which took place on June 30, 2025, wherein HGHC 3 Corp., a wholly-owned subsidiary of Hotel101 Global Holdings Corp., merged with JVSPAC Acquisition Corp., allowing JVSPAC Acquisition Corp. to survive the merger as a wholly-owned subsidiary of Hotel101 Global Holdings Corp. The filing indicates that there is only one holder of record as of the certification date. The document includes the names and signatures of the authorized signatories confirming this filing on July 10, 2025.

Form Type: 8-K

Filing Date: 2025-07-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025062164

Filing Summary: On June 30, 2025, JVSPAC Acquisition Corp. consummated a Business Combination with Hotel101 Global Holdings Corp., resulting in multiple mergers, including an amalgamation and a SPAC merger. Hotel101 Global became a wholly-owned subsidiary of DoubleDragon Corporation, and JVSPAC merged into a wholly-owned subsidiary of DoubleDragon. Shareholders of JVSPAC received HBNB ordinary shares in exchange for their holdings. The JVSPAC Securities were delisted from Nasdaq, and trading commenced for HBNB shares under the symbol 'HBNB'. This report details the execution of the Assignment, Assumption and Amendment Agreement, the termination of prior agreements, and the resignation of key JVSPAC executives post-merger, noting no disagreements led to these resignations.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025059637

Filing Summary: On June 30, 2025, JVSPAC Acquisition Corp. announced the completion of its business combination with Hotel101 Global Holdings Corp. The agreement and plan of merger, initially dated April 8, 2024 and later amended on September 3, 2024, involved multiple entities including HBNB, Hotel of Asia, Inc., and DoubleDragon Corporation. Following the merger, HBNB's ordinary shares will be listed on The Nasdaq Stock Market.

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025057439

Filing Summary: On June 24, 2025, JVSPAC Acquisition Corp. convened an extraordinary general meeting of shareholders where holders of 6,688,579 ordinary shares were present, representing approximately 87.0% of the total shares. The shareholders approved several proposals including the SPAC Merger Proposal, which passed with a vote of 5,135,530 in favor versus 1,553,049 against. Additionally, five Advisory Governance Proposals and a Nasdaq Proposal were also approved. A total of 5,671,352 ordinary shares were tendered for redemption, and the company plans to finalize the Business Combination transaction soon while still accepting redemption reversal requests until the closing.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390025057429

Filing Summary: On June 24, 2025, JVSPAC Acquisition Corp. convened its Extraordinary General Meeting of shareholders, with holders of 6,688,579 ordinary shares present, representing approximately 87.0% of total shares as of the record date. During the meeting, shareholders approved three main proposals: the SPAC Merger Proposal, several Advisory Governance Proposals (A to E), and the Nasdaq Proposal. Specifically, the SPAC Merger Proposal received 5,135,530 votes in favor and a significant number (1,553,049) against, while the other proposals also garnered substantial support. Additionally, 5,671,352 ordinary shares were tendered for redemption, with plans to close the Business Combination transaction promptly, allowing ongoing redemption request reversals until closing.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025052080

Filing Summary: JVSPAC Acquisition Corp. is poised to merge with Hotel101 Global, which will enable Hotel101 to list on Nasdaq with an equity valuation of $2.3 billion, making it the first Philippine-owned company on the exchange. This merger follows a partnership with Saudi Arabia’s Horizon Group to develop 10,000 hotel rooms. The focus is on expanding Hotel101's presence in Latin America and Oceania, in addition to its operations in Asia. The definitive proxy statement concerning this transaction will be voted on by shareholders at the Extraordinary General Meeting slated for June 24, 2025. Both companies have already received regulatory approval to proceed with the merger.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025050759

Filing Summary: JVSPAC Acquisition Corp. is proposing a merger transaction with Hotel101 Global Holdings Corp. The proposed transaction will be submitted to the shareholders for approval at an Extraordinary General Meeting scheduled for June 24, 2025. A definitive proxy statement/prospectus has been filed with the SEC and is being distributed to shareholders. The document includes forward-looking statements regarding the anticipated benefits, financial projections, risks associated with the transaction, and the ability of both companies to successfully consummate the merger. The document emphasizes the importance of reviewing the definitive proxy statement for critical information about the merger.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025049750

Filing Summary: On June 2, 2025, JVSPAC Acquisition Corp. and Hotel101 Global Holdings Corp. announced that the SEC has declared effective Hotel101’s registration statement on Form F-4, which is part of the business combination agreement between the two companies. This signifies progress towards the merger and a subsequent listing on Nasdaq. A press release detailing this development accompanies the report as Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025049746

Filing Summary: On June 2, 2025, JVSPAC Acquisition Corp. announced that the SEC has declared effective Hotel101 Global Holdings Corp.'s registration statement on Form F-4, which is connected to a previously announced business combination agreement between Hotel101 and JVSPAC. This signifies the progression towards the merger and the upcoming Nasdaq listing for Hotel101, enhancing JVSPAC's business operations and market presence.

Form Type: DEFM14A

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025049954

Filing Summary: JVSPAC Acquisition Corp. has filed a definitive proxy statement regarding an extraordinary general meeting of its shareholders scheduled for June 24, 2025. The key subject of the meeting is to approve the Merger Agreement dated April 8, 2024, with Hotel101 Global Holdings Corp. and several affiliated entities. As part of this merger, JVSPAC will undergo a SPAC merger where it will be merged with Merger Sub 2 and become a wholly-owned subsidiary of HBNB. The proposal includes a series of transactions: a Share Transfer of shares and Properties, followed by the Company Amalgamation where Hotel101 Global will become a subsidiary of HBNB. Shareholders are informed about the compensation details for the Sponsor and affiliates, and their influence on the outcome of the merger. There is caution noted about potential conflicts of interest. The aggregate consideration for the transaction is $2.3 billion in newly issued ordinary shares at a price of $10 each. The meeting will also address several proposed plans including changes related to governance, issuance of securities to comply with Nasdaq requirements, and procedures for redeeming shares. Shareholders may redeem their shares and vote at the meeting, with specific procedures outlined for those wishing to carry out redemption rights.

Form Type: 425

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025049566

Filing Summary: On May 30, 2025, JVSPAC Acquisition Corp. reported on a Forbes article referencing the Transactions outlined in a Merger Agreement dated April 8, 2024, involving JVSPAC, Hotel101 Global Pte. Ltd., DoubleDragon Corporation, and other parties. This report highlights that the proposed Transactions will be submitted for shareholder approval, and a proxy statement/prospectus will be distributed once the Registration Statement is declared effective. The article by Forbes focuses on Hotel101's plan to build 10,000 rooms worth $2.5 billion in Saudi Arabia. Additionally, the document clarifies that this communication does not constitute an offer to sell or buy securities and emphasizes the importance of the forthcoming proxy statement/prospectus for shareholders and investors.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025049558

Filing Summary: On May 30, 2025, JVSPAC Acquisition Corp. filed an 8-K regarding a proposed merger with Hotel101 Global Pte. Ltd. and DoubleDragon Corporation, as outlined in the Merger Agreement dated April 8, 2024, and amended on September 3, 2024. The filing includes details about a Forbes article discussing the transactions and emphasizes it does not serve as an offer to buy or sell securities. JVSPAC, alongside Hotel101 Global and DoubleDragon, is positioned to solicit proxies from shareholders for the approval of these transactions. The Registration Statement will contain a preliminary proxy statement and prospectus related to the vote by JVSPAC shareholders on the proposed transactions. Important financial forecasts, risks, and the structure of the business combination have been mentioned, including the potential impact of conditions and regulatory approvals on completing the merger. Additionally, information is provided about prospective proxy solicitation participants and compliance with SEC regulations. The Filing reflects JVSPAC’s status as an emerging growth company, providing shareholders and investors with cautionary advice on forward-looking statements.

Form Type: PRE 14A

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025047337

Filing Summary: JVSPAC Acquisition Corp. is convening an Extraordinary General Meeting to propose amendments to its charter, allowing a potential extension of its business combination period up to July 23, 2026. The proposals include a Charter Amendment to extend the deadline for completing a business combination, allowing for up to twelve one-month extensions from the current termination date of July 23, 2025. In connection with this, a separate proposal will be made for the adjournment of the meeting if needed to achieve adequate shareholder votes for the Charter Amendment. The company has entered into a Merger Agreement with multiple parties, including Hotel101 Global Pte. Ltd., aiming to structure a business combination that involves transferring shares and properties among the involved companies. If shareholders do not approve the extension, the company will be required to wind down and liquidate. Shareholders will have the right to vote on the business combination at a future meeting and can redeem their shares under certain conditions. The necessary documentation for the business combination is being prepared, signaling urgency for this meeting. Management believes timely approval is critical for moving forward with the Merger Agreement, as there may not be enough time to complete all required steps before the current deadline.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025043293

Filing Summary: JVSPAC Acquisition Corp. is a blank check company incorporated in the British Virgin Islands aiming to effect a merger, share exchange, or business combination. As of March 31, 2025, the company has not commenced operations beyond its initial public offering (IPO) and has entered into an Agreement and Plan of Merger with Hotel101 Global Pte. Ltd. and Hotel of Asia, Inc. The merger agreement was made on April 8, 2024. The company must complete its business combination by July 23, 2025, following extensions made to the combination period by depositing funds into a trust account. As of the current filing date, there are 6,248,750 Class A shares and 1,437,500 Class B shares outstanding. The financial statements reflect a net income for the first quarter ending March 31, 2025, of $417,109, alongside various financial metrics outlined in the unaudited reports.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031597

Filing Summary: On April 14, 2025, JVSPAC Acquisition Corp. provided an update on the transactions outlined in the Merger Agreement with Hotel101 Global Pte. Ltd. and other involved parties, dating back to April 8, 2024, and amended on September 3, 2024. Two articles from Business World and The Philippine Star were shared, referencing statements from DoubleDragon Corporation, a principal shareholder of Hotel101 Global. The communication clarifies that this is not a proxy solicitation or an offer regarding any securities. The proposed transactions will be submitted to JVSPAC shareholders for approval, with plans for a registration statement to be filed with the SEC including a proxy statement for voting purposes. Notably, Hotel101 Global deposited $2.0 million into JVSPAC's working capital account on January 8, 2025, to extend the company's existence and cover expenses. Additionally, on April 14, 2025, JVSPAC used part of those funds to deposit $575,000 into its trust account to extend the Combination Period until July 23, 2025.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025031589

Filing Summary: On April 14, 2025, JVSPAC Acquisition Corp. reported on the proposed Transactions as per the Merger Agreement with Hotel101 Global Pte. Ltd. and others, dated April 8, 2024 and amended on September 3, 2024. Articles published by Business World and The Philippine Star referenced statements from DoubleDragon Corporation regarding these Transactions. The filing is not a solicitation for votes or offers related to securities but announces the extension of the Combination Period from April 23, 2025, to July 23, 2025. JVSPAC utilized funds deposited by Hotel101 Global to facilitate this extension. The Company will solicit votes from shareholders for approval of the Transactions, which are subject to registration with the SEC. Interested parties are advised to read the upcoming proxy statement/prospectus for important information. Forward-looking statements indicating future expectations and risks are included, noting that actual results may differ.

Form Type: 10-K/A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025022424

Filing Summary: JVSPAC Acquisition Corp. is filing Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to correct the date of the Report of Independent Registered Public Accounting Firm included in the original filing. The original Form 10-K was filed on March 6, 2025. As of the amendment date, the Company has entered into a merger agreement with multiple entities including Hotel101 Global Pte. Ltd., involving a share transfer and a significant merger transaction valued at $2.3 billion, targeted for completion within a specified timeframe. The Company also underscores that all information within this filing reflects conditions existing as of the filing of the original Form 10-K and does not modify or update any existing disclosures, except for the stated corrections.

Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000121390025020914

Filing Summary: JVSPAC Acquisition Corp. filed its annual Form 10-K for the fiscal year ending December 31, 2024. The filing notes the company's activities, including a proposed merger agreement with Hotel101 Global Pte. Ltd. and Hotel of Asia, Inc. This agreement involves significant financial transactions, including a share transfer and amalgamation events, with an aggregate consideration of $2.3 billion to be paid entirely in stock. The report underscores the need for the company's successful execution of an initial business combination and highlights substantial risks associated with their inability to complete said acquisition within stipulated timelines. Additionally, there are provisions for redemption rights for public shareholders and insights into the company's financial performance, including IPO proceeds deposited in a trust account. Should the company fail to consummate a merger, it anticipates undergoing voluntary liquidation. The document reiterates the registration details and provides insights into corporate governance, management expectations, and detailed risk factors that could impact operational success.

Form Type: 425

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025009066

Filing Summary: Hotel101 Global Pte. Ltd ('Hotel101') and JVSPAC Acquisition Corp ('JVSPAC') have announced the confidential submission of a Draft Registration Statement on Form F-4 to the SEC in relation to their proposed business combination, which follows the definitive merger agreement signed on April 8, 2024. After the transaction, Hotel101 is expected to have an equity value exceeding US$2.3 billion and will be listed on Nasdaq under ticker symbol 'HBNB.' The merger aims to establish a globally standardized hotel model designed for efficiency and customer predictability. Hotel101 plans significant international expansion, including properties under construction in Spain and Japan, with a long-term goal of operating one million rooms across 100 countries.

Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000121390025004810

Filing Summary: On January 20, 2025, an article was published in The Philippines Star regarding the transactions contemplated by the Merger Agreement between JVSPAC Acquisition Corp. and Hotel101 Global Pte. Ltd. This article features quotes from Edgar ‘Injap’ Sia II, chairman and CEO of DoubleDragon Corporation, which is a principal shareholder of Hotel101 Global. JVSPAC and associated parties are considering all capital-raising options, including an 'equity follow-on', without having made definitive plans. The business combination is expected to close in the first half of 2025. The document clarifies that this communication is not a proxy statement or solicitation related to the business combination and does not constitute an offer to sell securities. It mentions that the proposed transactions will be evaluated by JVSPAC’s shareholders and includes plans to file a registration statement with the SEC, which will feature a preliminary proxy statement and a prospectus for the proposed transactions. It also contains forward-looking statements regarding the potential outcome of the business combination and associated risks. The communications emphasize the importance of the upcoming proxy solicitation and the provision of relevant documentation to shareholders when available.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000121390025004805

Filing Summary: On January 20, 2025, an article regarding the merger agreement involving JVSPAC Acquisition Corp. and Hotel101 Global Pte. Ltd. was published. The merger agreement, dated April 8, 2024, was amended on September 3, 2024. The article included statements from Edgar 'Injap' Sia II, chairman and CEO of DoubleDragon Corporation, a key shareholder of Hotel101 Global, concerning the merger. The parties involved are exploring capital-raising options, including an equity follow-on, although definitive plans are not yet in place. The transaction is anticipated to close during the first half of 2025. The filing also notes that it does not constitute an offer to sell or solicit any votes or approvals regarding the proposed transaction. Shareholders will receive a definitive proxy statement when available, which will provide further information about the merger and the involved parties.

Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003408

Filing Summary: JVSPAC Acquisition Corp. reports that Hotel101 Global Pte. Ltd. has deposited $2 million into the Company's working capital account as part of the First Amendment to Agreement and Plan of Merger signed on September 3, 2024. This deposit is intended to extend the existence of the Company for an additional year and to cover various expenses. Additionally, on January 13, 2025, the Company allocated $575,000 from these funds into its trust account, which equates to $0.10 per Class A ordinary share, in order to extend the Combination Period from January 23, 2025, to April 23, 2025.