Filed
by Hotel101 Global Holdings Corp./JVSPAC Acquisition Corp.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-2
under
the Securities Exchange Act of 1934
Subject
Companies: Hotel101 Global Pte. Ltd.
JVSPAC
Acquisition Corp. (File No. 001-41922)
Philippine
Daily Inquirer, published on May 11, 2024
DoubleDragon
banks on Hotel101’s Nasdaq debut to hit equity goal
MANILA,
Philippines — DoubleDragon Corp., the property venture of tycoons Edgar “Injap” Sia II and Tony Tan Caktiong, expects
its total equity to surpass the P100-billion mark this year, with the Nasdaq listing of the company’s global hotel chain brand
seen boosting its balance sheet.
The
real estate firm’s total equity by the end of last year already reached P94.57 billion, up by 15.88 percent.
DoubleDragon,
which was established in 2009 as Injap Land Corp., said in a statement on Friday it was expecting homegrown condotel chain Hotel101 to
become “one of the major US dollar inflow generators” in the Philippines.
This
comes nearly a month after Hotel101 Global Pte. Ltd., its Singapore-based unit, merged with Nasdaq Stock Exchange-listed JVSPAC Acquisition
Corp.
The
merger allowed Hotel101 to become the first Filipino company to list on the tech-heavy US bourse. It is set to unlock $2.3 billion in
valuation for Hotel101 Global.
Aggressive
expansion plan
The
deal is likewise seen to help fund Hotel101’s aggressive expansion plans, as it seeks to have 1 million rooms across more than
100 countries.
Despite
DoubleDragon being a relatively young company competing against larger and long-established giants, Sia said their employees and stakeholders
enabled the company “to demonstrate that the business landscape of the Philippines is a playing field that allows entrepreneurs
to thrive.”
“I
firmly believe that a country that produces a continuous flow of new players that are able to grow—and not just a handful of old
players—is vital for a robust and healthy economy that will contribute toward a First World Philippines,” Sia added.
Last
year, DoubleDragon saw its earnings surge by 23.25 percent to P15.93 billion due to its growing asset portfolio.
The
property firm’s international and local projects currently span 1.3 million square meters. These are composed of community malls,
office buildings, hotels, and warehouse complexes, with some located in the countryside.
In
March, Hotel101 broke ground for its second international branch in Madrid with 680 rooms.
The
482-room Hotel101-Niseko in Japan is currently under construction, while the company’s first branch in the United States is set
to be developed in Los Angeles, California.
“Hotel101 is also expected to further elevate the globally renowned Filipino brand of hospitality
to each of the countries where Hotel101 eventually operates,” DoubleDragon said.
No
Offer or Solicitation
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the potential business combination transaction (the “Transactions”). It 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Participants
in the Solicitation
JVSPAC,
DoubleDragon, Hotel101 Global, 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 Transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of JVSPAC’s
shareholders in connection with the proposed Transactions will be set forth in the proxy statement/prospectus to be filed with the SEC
in connection with the Transactions. 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 and subsequent filings on Form 3 and Form 10-K, and when
available, Form 4 and Form 10-Q. Additional information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors
and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting
or investment decisions. You may obtain free copies of these documents from the sources indicated above.
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 at G/F Hang Tak Building, 1 Electric Street,
Wan Chai, Hong Kong.
Forward Looking Statements
This
communication 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 enterprise value of the combined company, Hotel101 Global’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 Transactions, JVSPAC’s and Hotel101 Global’s ability to consummate
the Transactions, and expectations related to the terms and timing of the Transactions, as applicable. These statements are based on
various assumptions, whether or not identified in this communication, and on the current expectations of JVSPAC’s and Hotel101
Global’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 Global. These forward-looking statements are subject to a number of risks and uncertainties, including the ability
of JVSPAC and Hotel101 Global to successfully or timely consummate the proposed Transactions, 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 Transactions or approval of the shareholders of JVSPAC or Hotel101 Global; failure to realize the
anticipated benefits of the proposed Transactions; 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 Global’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 Transactions;
the impact of the COVID-19 pandemic on Hotel101 Global’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, 2023 under the heading
“Risk Factors” filed with the SEC on April 1, 2024 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 Global presently knows or that JVSPAC
and Hotel101 Global 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 Global’s expectations, plans or forecasts
of future events and views as of the date of this communication. JVSPAC and Hotel101 Global anticipate that subsequent events and developments
will cause JVSPAC’s and Hotel101 Global’s assessments to change. However, while JVSPAC and Hotel101 Global may elect to update
these forward-looking statements at some point in the future, JVSPAC and Hotel101 Global specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing JVSPAC’s and Hotel101 Global’s assessments as
of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
JVSPAC Acquisition (NASDAQ:JVSAU)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
JVSPAC Acquisition (NASDAQ:JVSAU)
Gráfica de Acción Histórica
De May 2023 a May 2024
