JVSPAC enters $2.3B all-stock merger with Hotel101 Global

JVSPAC Acquisition Corp.

Aggregate consideration of $2.3B paid entirely in PubCo shares at $10.00 per share.
Earnout of up to 500,000 additional shares if FY2025 revenue is at least $113.25 million.
Transaction includes transfer of 40% of Hotel of Asia shares to PubCo and a property transfer.
Closing conditions: SEC effectiveness, Nasdaq listing, JVSPAC shareholder approval, no material adverse effect.
Nasdaq approval deadline is January 23, 2025; financial statements must be delivered by April 30, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JVSPAC Acquisition Corp. entered into Agreement and Plan of Merger with Hotel101 Global Pte. Ltd., Hotel of Asia, Inc., DoubleDragon Corporation, DDPC Worldwide Pte. Ltd., Hotel101 Worldwide Private Limited, Hotel101 Global Holdings Corp., HGHC 4 Pte. Ltd., HGHC 3 Corp. valued at $2,300,000,000 (effective 2024-04-08).

Action: entry
Agreement: merger
Counterparty: Hotel101 Global Pte. Ltd., Hotel of Asia, Inc., DoubleDragon Corporation, DDPC Worldwide Pte. Ltd., Hotel101 Worldwide Private Limited, Hotel101 Global Holdings Corp., HGHC 4 Pte. Ltd., HGHC 3 Corp.
Value: $2,300,000,000
Effective: 2024-04-08

Exact text from the filing

On April 8, 2024, JVSPAC Acquisition Corp., a British Virgin Islands business company (the “JVSPAC”) entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”)

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Source: SEC EDGAR

accession 0001213900-24-030987

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