U.S. SEC DECLARES FORM F-4 SEC REGISTRATION EFFECTIVE
SINGAPORE, June 2, 2025
/PRNewswire/ -- Hotel101 Global Holdings Corp. ("Hotel101" or
"HBNB") and JVSPAC Acquisition Corp. (NASDAQ: JVSA) ("JVSPAC")
announced today that the United States Securities and Exchange
Commission ("SEC") 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.
JVSPAC has scheduled the Extraordinary General Meeting of
Shareholders ("EGM") on June 24, 2025
to vote on the proposed business combination with Hotel101.
The business combination values Hotel101 at an equity value of
US$2.3 billion. The closing of the
business combination is expected to occur as soon as possible,
subject to regulatory and shareholder approvals and other customary
closing conditions. Upon listing, the combined company will operate
as Hotel101 Global Holdings Corp. and trade under the ticker symbol
"HBNB". Once listed, Hotel101 will become the first Filipino-owned
company to be listed and traded on Nasdaq. Hotel101 is a subsidiary
of Philippine-listed DoubleDragon Corporation (PSE: DD).
Hannah Yulo-Luccini, CEO of
Hotel101, said:
"This significant step towards Hotel101's U.S. listing brings us
closer to our vision of becoming the world's first truly global
one-room hotel chain. Our asset-light, prop-tech hospitality
platform is built for efficiency and scalability, offering a
globally standardized 'condotel' model that empowers individual
real estate unit ownership in the hospitality sector while
enhancing the guest experience. This innovative approach creates a
dual revenue stream – first, through the pre-sale of hotel units to
individual unit owners, and then through long-term management and
operations contracts. As we expand into key markets, including
Japan and the U.S., we are taking
a pivotal step through this listing that will help scale our model
globally and redefine the global hospitality experience."
Edgar "Injap" Sia II, Chairman and CEO of DoubleDragon
Corporation and Founder of Hotel101, said:
"Hotel101 was built on a bold vision – to create an entirely new
category of hotel that combines efficiency, predictability and
scalability in a way that has never been done before. With its
unique and novel concept, we believe Hotel101 has significant
potential to successfully expand globally. We expect this to have a
network effect that will further elevate the brand and benefit all
stakeholders within its ecosystem. As the global middle class
continues to expand, we see an extraordinary opportunity to disrupt
the industry with a model designed for rapid international growth.
With DoubleDragon's deep experience in real estate and high-growth
businesses, we are fully committed to supporting Hotel101 as it
makes its mark on the global stage, becoming the
first Filipino-owned company to be listed and traded
on Nasdaq."
Hotel101 is an asset-light, prop-tech hospitality platform
pioneering a globally standardized "condotel" business model.
Hotel101's management believes that Hotel101's global "one room"
hotel chain model is poised to disrupt the hospitality industry by
offering identical, standardized hotel rooms globally. In
standardization, Hotel101 sees a global opportunity in the
hospitality space that brings enhanced efficiency, especially for
the value segment, enabling customers to know exactly what to
expect whenever they stay at a Hotel101 property.
With identical hotel units, Hotel101 streamlines development,
operations, and guest experiences. Hotel101's proprietary app,
which has over one million registered users, serves as a
centralized platform for reservations, guest services, and loyalty
programs. It adopts dynamic pricing for room rates and offers
self-check in, made efficient by the availability of just one type
of room. Hotel101 expects to set a new standard for efficiency,
predictability, and scalability, creating sustained value for
customers globally.
Hotel101's asset-light 'condotel' business model is designed to
scale efficiently while maximizing value for both unit owners and
guests. Hotel101 generates revenue twice: first, from the
pre-selling of individual hotel units during the construction
phase; and second, from long-term recurring revenue derived
from day-to-day hotel operations following completion of the units.
By pre-selling standardized hotel units, Hotel101 generates upfront
capital to fund new developments and expand rapidly. Its long-term
management contracts with unit owners create a stable and recurring
revenue stream.
Hotel101 aims to bridge the gap between traditional hotels and
fragmented hospitality marketplaces. Unlike traditional hotel
chains that require significant capital investment to scale or
marketplace aggregators that lack consistency and branding,
Hotel101's model provides individual condominium unit owners with
direct hotel unit ownership while maintaining the brand consistency
and professional management of a global hotel chain. Hotel101's
management believes that its properties will also receive arguably
higher acceptance in the communities where they operate as all
Hotel101 properties are purposely built as hospitality assets.
Hotel101's management also believes that under this asset-light
business model, Hotel101 properties are efficient to build,
maintain, and operate – as well as scale and expand through direct
development, joint venture partnerships, and franchise
arrangements. Building on the success of Hotel101-branded
properties in the Philippines – where there are two
operating properties and a number under development – and
Hotel101's ongoing international expansion
to Japan, Spain, and the U.S., management believes that a
Nasdaq listing will provide Hotel101 with access to public capital
markets and help accelerate its global expansion
plans.
Hotel101 has access to a global marketing distribution platform
with five international marketing offices and a wide network of
partner agencies across key markets. Hotel101's long term vision is
to establish a global footprint in 100 countries worldwide, with an
initial 25 identified priority countries for the medium term.
Albert Wong, Chairman, JVSPAC
Acquisition Corporation, said:
"The SEC's declaration of effectiveness is an important step
toward the successful completion of the business combination
between JVSPAC and Hotel101. Hotel101's innovative approach to
hospitality has the potential to completely redefine the mid-market
segment, while presenting a compelling opportunity for rapidly
scalable, long-term growth. We look forward to supporting Hotel101
as it executes its global expansion strategy and enters the public
markets."
About DoubleDragon Corporation
DoubleDragon Corporation currently has total assets of over
US$3.8 billion, with a portfolio that
spans over one million square meters of gross floor area
principally from provincial community malls, a string of office
buildings, a chain of industrial warehouse complexes and its chain
of hotels.
DoubleDragon Corporation has been listed on the Philippine Stock
Exchange since 2014 and is controlled by two entities that own a
combined 70% majority stake: Injap Investments Inc., which is a
private family holding company led by Filipino Entrepreneur Edgar
"Injap" Sia II, who is also the Chairman of MerryMart Consumer
Corp, and Founder of Mang Inasal, one of the largest QSR fast food
chains in the Philippines which is
now under Jollibee Foods Corp.; and Honeystar Holdings Corp., which
is a private family holding company led by Filipino Entrepreneur
Tony Tan Caktiong, who is also the Chairman and Founder of the
global QSR fast food chain Jollibee Foods Corp. Jollibee is the
largest fast food QSR company in the
Philippines and one of the largest globally through its
portfolio of food brands with over 9,900 branches worldwide.
Jollibee Foods Corp. currently has a market capitalization of over
US$4.7 billion.
About JVSPAC Acquisition Corporation
JVSPAC Acquisition Corporation is a blank check company
incorporated for the purpose of effecting a business combination
(Special Purpose Acquisition Company). Listed on the Nasdaq, JVSPAC
is led by Chairman and CEO Mr. Albert
Wong. Mr. Wong has over two decades of experience in
management, investment, marketing and capital markets with a focus
on capital raising, special situation advisory, portfolio and
project management, and execution. Since 2010, Mr. Wong has been
the CEO and Director of Kingsway Group Holdings, a distribution
conglomerate with luxury products ranging from yachts, automotive
and prestige lifestyle solutions. Kingsway is the sole distributor
of Lamborghini in Hong Kong,
Macau and Guangzhou. Kingsway is also the sole
distributor of Koenigsegg Automotive, Rimac Automobili and Bugatti
Automobiles for China (including
Hong Kong and Macau). In addition, Kingsway works with Tesla
Inc in the aftersales servicing business. Mr. Wong is also
co-founder of JVSakk Group and has been its Executive Director
since 2010. JVSakk Group is a Hong
Kong-based financial firm providing services in securities
brokerage, asset, and fund management. They are also a licensed
insurance broker and real estate agency in Hong Kong. Mr. Wong is responsible for
overseeing growth, strategy, and investment decisions, and as of
December 2024, JVSakk Group has
approximately HK$6 billion in assets
under management. Since 2014, Mr. Wong has been a member of the
Advisory and Operating Committee of Isola Capital Group, an asset
management and family office platform servicing shareholders and
investors to access proprietary investment opportunities and asset
management solutions.
Forward Looking Statements
This press release 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 equity value of the combined company,
Hotel101'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 Transaction, JVSPAC's and
Hotel101's ability to consummate the Transaction, and expectations
related to the terms and timing of the Transaction, as applicable.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of JVSPAC's and Hotel101'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. These forward-looking
statements are subject to a number of risks and uncertainties,
including the ability of JVSPAC and Hotel101 to successfully or
timely consummate the proposed Transaction, 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
Transaction or approval of the shareholders of JVSPAC or Hotel101;
failure to realize the anticipated benefits of the proposed
Transaction; 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'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 Transaction; the impact of the COVID-19 pandemic on Hotel101'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, 2024 under the heading "Risk
Factors" filed with the SEC on March 11,
2025 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 presently knows
or that JVSPAC and Hotel101 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's expectations, plans or
forecasts of future events and views as of the date of this press
release. JVSPAC and Hotel101 anticipate that subsequent events and
developments will cause JVSPAC's and Hotel101's assessments to
change. However, while JVSPAC and Hotel101 may elect to update
these forward-looking statements at some point in the future,
JVSPAC and Hotel101 specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing JVSPAC's and Hotel101's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information About the Proposed Transaction and
Where to Find It
The proposed Transaction will be submitted to shareholders of
JVSPAC for their consideration and approval. JVSPAC and Hotel101
have filed with the SEC a registration statement (the "Registration
Statement") containing a proxy statement to be distributed to
JVSPAC's shareholders in connection with JVSPAC's solicitation for
proxies for the vote by JVSPAC's shareholders on the proposed
Transaction 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's shareholders in connection
with the completion of the proposed Transaction. 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 Transaction. JVSPAC's shareholders and other interested
persons are advised to read the definitive proxy
statement/prospectus, once available, in connection with JVSPAC's
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed Transaction,
because these documents contain important information about JVSPAC,
Hotel101 and the proposed Transaction. Shareholders may also obtain
a copy of the definitive proxy statement as well as other documents
filed with the SEC regarding the proposed Transaction 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.
Participants in the Solicitation
JVSPAC, DoubleDragon Corporation, Hotel101, 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 Transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of JVSPAC's shareholders in connection with the
proposed Transaction are set forth in the proxy
statement/prospectus contained in the Registration Statement which
was declared effective by the SEC on June 2,
2025. 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. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests can be found in the proxy statement/prospectus
contained in the Registration Statement. Shareholders, potential
investors and other interested persons should read carefully the
definitive proxy statement/prospectus, once available, before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release 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
Contacts
Brunswick Group - Hotel101@brunswickgroup.com
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SOURCE Hotel101