Item 1.01 Entry into Material Definitive Agreement.
First Amendment to Merger Agreement
As previously disclosed on April 8, 2024, JVSPAC Acquisition Corp., a British Virgin Islands business company (the "JVSPAC") entered into an Agreement and Plan of Merger (the "Original Merger Agreement" and, as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with (i) Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Global"), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines ("Hotel of Asia" and together with Hotel101 Global, the "Company Parties"), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. ("DoubleDragon"); (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon ("DDPC"), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore ("Hotel101 Worldwide", and together with DDPC, and DoubleDragon, the "Principal Shareholders"), (vi) Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon ("PubCo"), (vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo ("Merger Sub 1"), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo ("Merger Sub 2"). Defined terms not otherwise defined herein shall the meanings ascribed to such terms in the Merger Agreement.
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 US$2,000,000 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 US$2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.
The foregoing description of the First Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the First Amendment which is filed as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference. The description of the First Amendment is qualified in its entirety by reference thereto.
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 or by writing to JVSPAC at G/F Hang Tak Building 1 Electric Street Wan Chai Hong Kong. INVESTORS AND SECURITY HOLDERS OF JVSPAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT JVSPAC AND PUBCO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JVSPAC, PUBCO, HOTEL101 GLOBAL AND THE TRANSACTIONS.
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JVSPAC Acquisition Corp. published this content on 05 September 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on September 05, 2024 at 20:58:31 UTC.