Ankündigung • Jul 01
Hotel 101 Global Pte. Ltd completed the acquisition of JVSPAC Acquisition Corp. (NasdaqCM:JVSA) from Winky Investments Limited, AQR Capital Management, LLC, Meteora Capital, LLC, Mizuho Financial Group, Inc. (TSE:8411) and others in reverse merger transaction.
Hotel 101 Global Pte. Ltd agreed to acquire JVSPAC Acquisition Corp. (NasdaqCM:JVSA) from Winky Investments Limited, AQR Capital Management, LLC, Meteora Capital, LLC, Mizuho Financial Group, Inc. (TSE:8411) and others for enterprise value of $2.3 billion in reverse merger transaction on April 8, 2024. Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with applicable laws, as part of the transactions contemplated by the Merger Agreement and the Additional Agreements (defined below) (the “Transactions”), after the Restructuring, (a) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly-owned subsidiary of HBNB (“Company Amalgamation”), and (b) Merger Sub 2 will merge with and into JVSPAC, with JVSPAC being the surviving entity and becoming a wholly-owned subsidiary of HBNB (the “SPAC Merger”). The Company Amalgamation is subject to, among other things, approval by the respective shareholders and secured creditors of Hotel101 Global and Merger Sub 1. Pursuant to the terms of the Merger Agreement, the aggregate consideration is $2.3 billion in newly issued ordinary shares of HBNB at a price of $10.00 per share (the “Consideration Shares”) consisting of (i) 195,500,000 HBNB Ordinary Shares to be paid to DDPC, Hotel101 Worldwide and DoubleDragon (the “Closing Payment Shares”) and (ii) 34,500,000 HBNB Ordinary Shares to be issued to certain key executives (“Key Executives”) of HBNB and DoubleDragon (the “Key Executive Shares”). HBNB is authorized to issue the Key Executive Shares, which is expected to take into effect prior to the closing of the Company Amalgamation together with the SPAC Merger and other transactions as contemplated by the Merger Agreement (collectively referred to as the “Business Combination”). The Sponsor and its affiliates and JVSPAC’s directors and officers will retain 1,737,500 JVSPAC Ordinary Shares upon consummation of the Business Combination, representing ownership interest of 0.7% in the combined company, which represents a transaction value of $17.1 million, assuming a pre-transaction value of HBNB of $2.3 billion, assuming maximum redemption by JVSPAC Public Shareholders and assuming no issuance of any Earnout Shares.
The completion of the transaction is subject to regulatory and shareholders of JVSPAC Acquisition Corp. (NasdaqCM:JVSA) or Hotel 101 Global Pte. Ltd. approvals and other customary closing conditions. The board of directors of JVSPAC Acquisition Corp., a British Virgin Island business company (“JVSPAC”), has approved the agreement and plan of merger, dated as of April 8, 2024. The transaction is expected to close during the second half of 2024.
Merdeka Corporate Finance Limited acted as the financial advisor and Milbank LLP acted as a legal advisor to Hotel 101 Global Pte. Ltd. Loeb & Loeb LLP and DaHui Lawyers acted as the legal advisors to JVSPAC Acquisition Corp. (NasdaqCM:JVSA). HBNB shall also issue 600,000 HBNB Ordinary Shares to its financial adviser for the Business Combination. Continental Stock Transfer & Trust Company acted as transfer ageent to HBNB’s securities. Advantage Proxy, Inc. acted as information agent to JVSPAC and received $9,500 as fees. HBNB intends to apply to have the HBNB Ordinary Shares approved for listing on Nasdaq after the consummation of the Business Combination.
On September 3, 2024, JVSPAC entered into the First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the Company Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into JVSPAC with JVSPAC being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of “Closing Payment Shares”, “Consideration Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement” were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the SPAC’s working capital account $2 million to extend the existence and cover certain expenses of JVSPAC, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to $2 million and (ix) certain schedules and exhibits to the Original Merger Agreement were amended. DoubleDragon will pay JVSPAC (or its designees) an amount equal to $2 million. As of January 13, 2025 the Company used funds from the amount received and deposited into the Company’s trust account $575,000 (representing $0.10 per Class A ordinary share) to extend the Combination Period from January 23, 2025 to April 23, 2025. As of May 23, 2025 The Company is proposing to amend its Charter to allow the Company to extend the time the Company has to consummate a business combination up to twelve (12) times for an additional one (1) month each time from July 23, 2025 to July 23, 2026. As of June 2, 2025, the United States Securities and Exchange Commission has declared effective Hotel101's registration statement on Form F-4 filed with the SEC in connection with the previously announced business combination agreement between Hotel101 and JVSPAC. Hotel101 will become the first Filipino-owned company to be listed and traded on Nasdaq. Upon listing, the combined company will operate as Hotel101 Global Holdings Corp. and trade under the ticker symbol 'HBNB'.
Hotel 101 Global Pte. Ltd completed the acquisition of JVSPAC Acquisition Corp. (NasdaqCM:JVSA) from Winky Investments Limited, AQR Capital Management, LLC, Meteora Capital, LLC, Mizuho Financial Group, Inc. (TSE:8411) and others in reverse merger transaction on June 30, 2025. The business combination was approved by JVSPAC shareholders on June 24, 2025.