United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 3, 2024
Date of Report (Date of earliest event reported)
JVSPAC Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands |
|
001-41922 |
|
n/a |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
G/F Hang Tak Building
1 Electric Street
Wan Chai
Hong Kong |
|
n/a |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +852 9258 9728
N/A
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units |
|
JVSAU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, no par value |
|
JVSA |
|
The Nasdaq Stock Market LLC |
| Rights |
|
JVSAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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.
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. 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.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”
within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended, 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 Current Report, 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 not guarantees
of future performance and are subject to a number of risks and uncertainties, assumptions (including assumptions about general economic,
market, industry and operational factors), known or unknown, 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 or PubCo 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 Current Report. JVSPAC
and the 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 Current Report. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| * | Certain exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(b)(2). The registrant hereby undertakes to furnish copies of the omitted schedules and exhibits
upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 5, 2024
JVSPAC ACQUISITION CORP.
| By: |
/s/ Albert Wong |
|
| Name: |
Albert Wong |
|
| Title: |
Chief Executive Officer |
|
4
Exhibit 2.1
Execution Version
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN
OF MERGER (this “Amendment”), dated as of September 3, 2024, is entered into by and among(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) JVSPAC Acquisition Corp., a British Virgin
Islands business company (“SPAC”), (vii) 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”), (viii) 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 (ix) HGHC 3 Corp., a British Virgin Islands business
company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”).
RECITALS
WHEREAS, Hotel101
Global, DoubleDragon, DDPC, Hotel101 Worldwide, SPAC, PubCo, Merger Sub 1, Merger Sub 2, and Hotel of Asia entered into that certain Merger
Agreement dated as of April 8, 2024 (the “Merger Agreement”);
WHEREAS, Section
13.2 of the Merger Agreement provides that the Merger Agreement may be amended by a writing signed by each of the SPAC (prior to the SPAC
Merger Effective Time), the Company Parties and the Principal Shareholders;
WHEREAS, the parties
hereto wish to make certain amendments to the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE,
in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
| 1. | Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement. |
| 2.1 | Preamble. The Preamble of the Merger Agreement is amended
as follows: |
| (a) | Paragraph H of the Preamble of the Merger Agreement is amended
and restated in its entirety as follows: |
“H.
Prior to the SPAC Merger and the Company Amalgamation (each as defined below), the Parties desire that DoubleDragon will transfer 40%
of the total issued share capital of Hotel of Asia to Hotel101 Global (“Share Transfer”), free and clear of any and
all encumbrances in exchange of issuance of 1,987,239 Hotel101 Global Shares (or such other amount as adjusted by DoubleDragon in its
sole discretion) (“Transfer Payment Shares”).”
| (b) | Paragraph J of the Preamble of the Merger Agreement is amended and restated in its entirety as follows: |
“J.
Following the Share Transfer, the Property Transfer and the fulfillment of other conditions set out in Sections 10.1, 10.2 and 10.3,
the Parties desire further that (1) Hotel101 Global and Merger Sub 1 (Hotel101 Global and Merger Sub 1 sometimes being referred to herein
as “Amalgamating Entities”) will amalgamate and continue as one company, with Hotel101 Global being the surviving
entity and becoming a wholly-owned subsidiary of PubCo (“Company Amalgamation”), and the Company Amalgamation will
occur upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the
Companies Act 1967 of Singapore (As Amended) (the “Singapore Companies Act”) and (2) Merger Sub 2 will merge with
and into SPAC, with SPAC being the surviving entity and becoming a wholly-owned subsidiary of PubCo (the “SPAC Merger”),
and the SPAC Merger will occur upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable
provisions of the BVI Business Companies Act, 2004 (As Amended) (the “BVI Companies Act”).”
| 2.2 | Definitions. Article I of the Merger Agreement is amended as follows: |
| (a) | The definition of “Closing Payment Shares” in Section 1.1 of the Merger Agreement is amended and restated in its
entirety as follows: |
““Closing Payment Shares”
means 195,500,000 shares of PubCo Ordinary Shares issuable upon the Closing.”
| (b) | The definition of “Consideration Shares” in Section 1.1 of the Merger Agreement is amended and restated in its
entirety as follows: |
““Consideration Shares”
means such number of PubCo Ordinary Shares equal to US$2,300,000,000, divided by US$10.00, consisting of the Closing Payment Shares and
the Key Executive Shares.”
| (c) | The definition of “Hotel101 Global Shareholder Approval” in Section 1.1 of the Merger Agreement is amended and
restated in its entirety as follows: |
““Hotel101 Global Shareholder
Approval” means the approval of (i) the Company Amalgamation, the Amalgamation Proposal and the transactions contemplated thereby,
by a special resolution of the holders of at least 75% of the Hotel101 Global Shares entitled to vote, who attend and vote thereupon,
pursuant to the terms and subject to the conditions of Hotel101 Global’s Organizational Documents and applicable Law, (ii) the Share
Transfer and the issuance of the Transfer Payment Shares and (iii) the Property Transfer and the transactions contemplated thereby, by
an ordinary resolution of the holders of at least 50% of the Hotel101 Global Shares entitled to vote, who attend and vote thereupon, pursuant
to the terms and subject to the conditions of Hotel101 Global’s Organizational Documents and applicable Law.”
| (d) | The definition of “Share Purchase Agreement” in Section 1.1 of the Merger Agreement is amended and restated in
its entirety as follows: |
““Share Purchase Agreement”
means the share purchase agreement to be entered into by and among DoubleDragon and Hotel101 Global, pursuant to which DoubleDragon will
transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, free and clear of any and all encumbrances, in exchange
of issuance of the Transfer Payment Shares.”
| 2.3 | Company Amalgamation and SPAC Merger. Article II of the Merger Agreement is amended as follows: |
| (a) | Section 2.1 of the Merger Agreement is amended and restated in its entirety as follows: |
“2.1 Company Amalgamation;
SPAC Merger. Subject to the terms of this Agreement and in accordance with the applicable provisions of the BVI Companies Act or Singapore
Companies Act (as the case may be), (a) at the Company Amalgamation Effective Time (as defined below), Hotel101 Global and Merger Sub
1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity (hereinafter referred to for the periods
at and after the Company Amalgamation Effective Time (as defined) as the “Company Surviving Sub”), and as a wholly owned subsidiary
of PubCo; and (b) at the SPAC Merger Effective Time (as defined below), Merger Sub 2 shall be merged with and into SPAC. Following the
SPAC Merger, the separate corporate existence of Merger Sub 2 will cease and SPAC will continue as the surviving company (the “SPAC
Surviving Sub”) in the SPAC Merger under the Laws of the British Virgin Islands as a wholly owned subsidiary of PubCo.”
| 2.4 | Consideration. Article III of the Merger Agreement is amended as follows: |
| (b) | Section 3.1(a) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(a) At the Company Amalgamation
Effective Time, by virtue of the Company Amalgamation and without any action on the part of PubCo, Hotel101 Global, Merger Sub 1 or any
other Party, each Hotel101 Global Share issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically
be cancelled (which cancellation of Hotel101 Global Shares shall be deemed not to be a reduction of share capital within the meaning of
the Singapore Companies Act) in exchange for the right to receive, without interest, 195,500,000 PubCo Ordinary Shares to be issued on
the Closing Date. All of the Hotel101 Global Shares converted into the right to receive consideration as described in this Section 3.1(a)
shall no longer be outstanding and shall cease to exist, and each holder of Hotel101 Global Shares shall thereafter cease to have any
rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.1(a) into
which such Hotel101 Global Share shall have been converted into in the Company Amalgamation.”
| 2.5 | Representations and Warranties of the Company Parties and Principal Shareholders. Article IV of the Merger Agreement is amended
as follows: |
| (a) | Section 4.5(c) of the Merger Agreement is amended and restated in its entirety as follows: |
“(c) There are no: (i) outstanding
Company Share Rights; (ii) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments,
understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale
of any share of the Company Group (other than (x) the issuance of ordinary shares in the capital of Hotel101 Global to DDPC pursuant to
the Property Transfer and (y) the sale of common shares in the capital of Hotel of Asia by DoubleDragon to Hotel101 Global and the issuance
of ordinary shares in the capital of Hotel101 Global to DoubleDragon pursuant to the Share Transfer), or (iii) agreements with respect
to the Share of any member of the Company Group, including any voting trust, other voting agreement or proxy with respect thereto; or
(iv) disputes, controversies, demands or claims as to any Share of any member of the Company Group.”
| (b) | Section 4.9(c) of the Merger Agreement is amended and restated in its entirety as follows: |
“(c)
Except as accrued, reflected, disclosed or reserved against on the Financial Statements or to be accrued, reflected, disclosed or
reserved against on the financial statements to be delivered under Section 8.6(a) and Section 8.6(b), and for liabilities and
obligations of a similar nature and in similar amounts incurred in the ordinary course of business since December 31, 2022 (the
“Balance Sheet Date”), there are no material Liabilities, Indebtedness, debts or obligations of any nature
(whether accrued, absolute, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise), or any material
“off-balance sheet arrangements” relating to Hotel of Asia and or its Subsidiaries that would be required by IFRS to be
accrued, reflected, disclosed, or reserved on the Financial Statements. All material debts and Liabilities, fixed or contingent,
which should be included under IFRS on the Financial Statements are included therein.”
| 2.6 | Representations and Warranties of Acquisition Entities. Article VI of the Merger Agreement is amended as follows: |
| (a) | Section 6.6 of the Merger Agreement is amended and restated
in its entirety as follows: |
“6.6 Issuance of Shares.
The PubCo Ordinary Shares issuable to SPAC Shareholders as consideration for the SPAC Merger, and to DDPC, Hotel101 Worldwide and DoubleDragon
as consideration for the Company Amalgamation, when issued in accordance with this Agreement, will be duly authorized and validly issued,
and will be fully paid and nonassessable, free and clear of any Liens (other than those, if any, imposed by PubCo’s Organizational
Documents) and not subject to or issued in violation of any right of any third party pursuant to any contract to which PubCo is bound,
applicable Law or PubCo’s Organizational Documents.”
| 2.7 | Covenants of the Relevant Parties. Article VII of
the Merger Agreement is amended as follows: |
| (b) | Section 7.7(b) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(b)
The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or
former directors and officers of the SPAC (the “D&O Indemnified Persons”) as provided in their respective
Organizational Documents, in each case as in effect on the date of this Agreement, or under any indemnification, employment or other
similar agreements between any D&O Indemnified Party and any of the SPAC in effect on the date hereof, shall survive Closing and
continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law; provided that
the foregoing shall exclude fraud, gross negligence, willful default or willful neglect on the part of any D&O Indemnified
Party. For a period of six (6) years after the SPAC Merger Effective Time, PubCo shall cause the Organizational Documents of PubCo
and SPAC Surviving Sub to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of
expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the
SPAC to the extent permitted by applicable Law. The provisions of this Section 7.7 shall survive the Closing and are intended to be
for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and
representatives. The Company Parties and PubCo shall, or shall cause its Affiliates to, obtain and fully pay the premium for a
“tail” insurance policy that provides coverage for up to a six-year period from the Closing Date, for the benefit of the
D&O Indemnified Persons (the “D&O Tail Insurance”) that is substantially equivalent to and in any event
not less favorable in the aggregate than SPAC’s existing policy or, if substantially equivalent insurance coverage is
unavailable, the best available coverage; with respect to the current or former directors and officers of the SPAC, provided that in
no event shall the PubCo be required to expend for such policies pursuant to this Section 7.7(b) a total premium amount in excess of
300% of the amount per annum payable by SPAC under its currently effective D&O insurance policies as of September 3, 2024. PubCo
shall cause such D&O Tail Insurance to be maintained in full force and effect, for its full term, and cause its Subsidiaries to
honor all obligations thereunder. If any claim is asserted or made within such six-year period, the provisions of this Section 7.7
shall be continued in respect of such claim until the final disposition thereof.”
| 2.8 | Covenants of the Company Group and Principal Shareholders.
Article VIII of the Merger Agreement is amended as follows: |
| (a) | Section 8.2(a)(i) of the Merger Agreement is amended and
restated in its entirety as follows: |
“(i) DoubleDragon shall initiate
the transfer of 216,000 common shares of Hotel of Asia, representing 40% of the share capital of Hotel of Asia (the “Transferred
Hotel of Asia Shares”), to Hotel101 Global, by duly executing a Deed of Sale for the sale of the Transferred Hotel of Asia Shares
and submission of all required filing documents with the relevant governmental authorities, by no later than the first filing of the Proxy
Statement and Registration Statement with the SEC;”
| (b) | Section 8.2(b) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(b) As consideration for the
Share Transfer, Hotel101 Global shall issue to DoubleDragon the Transfer Payment Shares, by no later than the Closing Date.”
| (c) | Section 8.5 of the Merger Agreement is amended and restated
in its entirety as follows: |
“8.5 Rights of Hotel101 Global
as Minority Shareholder. The Company Parties and the Principal Shareholders hereby agree that, following the Closing, Hotel101 Global
shall be granted certain rights and privileges as a minority shareholder of Hotel of Asia as set out in Schedule B so long as it
holds any Share of Hotel of Asia (and its successors and assignees).”
| (d) | Section 8.6(a) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(a)
The Company Parties shall have prepared and delivered to SPAC by April 30, 2024 (A) the audited consolidated IFRS financial
statements of each of Hotel101 Global and Hotel of Asia for the years ended December 31, 2023 and 2022 and (B) the unaudited pro
forma condensed combined financial information of Hotel101 Global, Hotel of Asia and SPAC (provided that the SPAC financials have
been prepared) in connection with the filing of the Proxy Statement and Registration Statement, provided that the Company Parties
shall receive an extension of 15 days in connection with the requirements for the financial statements of Hotel101 Global and the
pro forma financial information under this paragraph and shall be deemed to have not violated this provision until the expiry of
such extension period.”
| (e) | Section 8.6(b) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(b) The financial statements
to be provided pursuant to Section 8.6(a) and Section 8.6(d) will be complete and accurate and will fairly present, in all material respects,
in conformity with IFRS applied on a consistent basis, the financial position of the Company Group or the relevant Company Party, as the
case may be, as of the dates thereof and the results of operations of the Company Group or the relevant Company Party, as the case may
be, for the periods reflected therein. The financial statements (i) will be prepared from the Books and Records of the Company Group;
(ii) will be prepared on an accrual basis in accordance with its applicable accounting standards consistently applied; (iii) will contain
and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of the Company Group or the relevant
Company Party, as the case may be, in all material respects as of their dates including for all warranty, maintenance, service and indemnification
obligations; and (iv) will contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company
Group or the relevant Company Party, as the case may be, with respect to the periods then ended.”
| (f) | The following is newly added as Section 8.6(d) of the Merger
Agreement: |
“(d)
The Company Parties shall have prepared and delivered to SPAC, by February 28, 2025, (i) the consolidated IFRS financial statements
of Hotel101 Global for the years ended December 31, 2023 and 2022 audited in accordance with the auditing standards of the Public
Company Accounting Oversight Board (the “PCAOB”), (ii) the consolidated IFRS financial statements of Hotel of
Asia for the years ended December 31, 2023 and 2022 audited in accordance with U.S. generally accepted auditing standards
(“U.S. GAAS”), (iii) the reviewed consolidated IFRS financial statements of Hotel101 Global for the six months
ended June 30, 2024 in a form appropriate and satisfactory for inclusion in the Proxy Statement and Registration Statement, (iv) the
reviewed consolidated IFRS financial statements of Hotel of Asia for the six months ended June 30, 2024 in a form appropriate and
satisfactory for inclusion in the Proxy Statement and Registration Statement and (v) the unaudited pro forma condensed combined
financial information of Hotel101 Global, Hotel of Asia and SPAC (provided that the SPAC financials have been prepared) in a form
appropriate and satisfactory for inclusion in the Proxy Statement and Registration Statement.”
| (g) | The following is newly added as Section 8.8 of the Merger
Agreement: |
“8.8 Extension
Fees and SPAC Expense Fees.
| (a) | If Closing is not expected to occur by January 23, 2025 and
termination of this Agreement has not occurred, then on or prior to January 7, 2025 (the “Extension Deadline”) Hotel101
Global shall deposit into SPAC’s working capital account US$2,000,000 (the “Extension Payment”) to extend the
existence and cover certain expenses of SPAC. |
| (b) | SPAC shall use the Extension Payment solely in the following
manner: |
| (i) | (A) deposit in the Trust Account up to US$575,000 to extend
SPAC’s existence for three (3) months beyond the initial twelve (12) months from the initial public offering of SPAC (the “First
Extension”) and (B) use US$100,000 to cover expenses arising from or related to the First Extension, including, without limitation,
auditing, review and bookkeeping expenses, securities filings, legal fees, transfer agent fees, and insurance expenses; |
| (ii) | If Closing does not occur by April 23, 2025 and termination of this Agreement has not occurred by April
23, 2025, (A) deposit in the Trust Account up to US$575,000 to extend SPAC’s existence for an additional three (3) months beyond
the First Extension (the “Second Extension”) and (B) use US$100,000 to cover expenses arising from or related to the
Second Extension, including without limitation auditing and bookkeeping expenses, securities filings, legal fees, transfer agent fees,
and insurance expenses; |
| (iii) | If Closing does not occur by July 23, 2025 and termination of this Agreement has not occurred by July
23, 2025, (A) deposit in the Trust Account up to US$600,000 to extend SPAC’s existence for an additional three (3) or six (6) months
(which period shall be determined in writing by the Parties) beyond the Second Extension (the “Third Extension”) and
(B) use up to US$100,000 to cover expenses arising from or related to the Third Extension, including without limitation auditing and bookkeeping
expenses, securities filings, legal fees, transfer agent fees, and insurance expenses; and |
| (iv) | if the Third Extension is for three (3) months, Closing does not occur by October 23, 2025 and termination
of this Agreement has not occurred by October 23, 2025, (A) deposit in the Trust Account up to US$575,000 to extend SPAC’s existence
for an additional three (3) months beyond the Third Extension
(the “Fourth Extension” and, together with the First Extension, the Second Extension and the Third Extension, the “Extensions”)
and (B) use up to US$100,000 to cover expenses arising from or related to the Fourth Extension, including without limitation auditing
and bookkeeping expenses, securities filings, legal fees, transfer agent fees, and insurance expenses. |
SPAC shall return any unused portion
of the Extension Payment to Hotel101 Global within fifteen (15) days of the Closing or termination of this Agreement.
| (c) | The Company Parties acknowledge that to extend the existence
of SPAC beyond the Second Extension, SPAC will need to obtain approval from its shareholders in accordance with its governance documents
and may result in one or more shareholders redeeming their shares from SPAC. The Company Parties further acknowledge that any such redemption
or reduction in the size of SPAC or its number of shareholders will not be grounds for any Company Party to terminate this Agreement. |
| (d) | For the avoidance of doubt, (i) the aggregate length of all
Extensions shall not exceed one (1) year, (ii) the Extension Payment payable by Hotel101 Global under this Section 8.8 shall be capped
at US$2,000,000, (iii) the occurrence of the SPAC Merger or the Closing shall not obligate Hotel101 Global to pay any further amounts
under this Section 8.8, and (iv) the Extension Payment is separate from and in addition to any Termination Fee that may be required to
be paid.” |
| 2.9 | Termination. Article XII of the Merger Agreement is
amended as follows: |
| (a) | Section 12.1(h) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(h) by SPAC if, after the SEC
allows the Registration Statement to be declared effective, the SPAC fails to obtain the Nasdaq approval prior to 60 days after the date
when the SEC allows the Registration Statement to be declared effective, and such failure to obtain Nasdaq approval is due to the application
or interpretation of Nasdaq listing rules relating directly and primarily to the listing of DoubleDragon on the Philippine Stock Exchange,
Inc.;”
| (b) | Section 12.1(g) of the Merger Agreement is amended and restated
in its entirety as follows: |
“(g)
by SPAC if any of the Company Parties fails to prepare and deliver the financial statements required under Section 8.6 in accordance
with the schedule contained therein, including any applicable extension thereof (for the avoidance of any doubt, the failure to
prepare or deliver any of such financial statements within the required time periods (including a 15-day extension period provided
under Section 8.6(a)(i)) shall constitute a material breach of the Company Parties and Principal Shareholders, and in no event will
the 30-day cure period set forth in Section 12.1(f) apply to Section 8.6(a), Section 8.6(d) or this Section 12.1(g));”
| (c) | Section 12.4 of the Merger Agreement is amended and restated
in its entirety as follows: |
“12.4 Termination Fee.
In the event that this Agreement is terminated by DoubleDragon pursuant to Section 12.1(j) or by SPAC pursuant to Sections 12.1(f) or
12.1(g), then upon written notice from DoubleDragon to SPAC in the event of Section 12.1(j), or upon written notice from SPAC to DoubleDragon
in the event of Section 12.1(f) or 12.1(g), DoubleDragon will pay SPAC (or its designees) an amount equal to US$2,000,000 (the “Termination
Fee”) within fifteen (15) days of termination of this Agreement. In addition, if the SPAC terminates this Agreement pursuant
to Section 12.1(h), then upon written notice from SPAC to DoubleDragon, DoubleDragon shall pay SPAC (or its designees) an amount equal
to US$2,000,000 (the “Premium Termination Fee”) within fifteen (15) days of termination of this Agreement. Each of
the Parties acknowledges and agrees that (a) the agreements contained in this Section 12.4 are an integral part of this Agreement and
the transactions contemplated hereby and (b) in light of the difficulty of accurately determining actual damages with respect to the foregoing,
upon any such termination of this Agreement and payment in full of the Termination Fee or Premium Termination Fee, as the case may be,
pursuant to this Section 12.4, the right to such payment constitutes a reasonable estimate of the losses that will be suffered by reason
of any such termination of this Agreement and constitutes liquidated damages (and not a penalty).”
| (d) | Section 12.5 of the Merger Agreement is amended and restated
in its entirety as follows: |
“12.5 Reverse Termination
Fee. In the event that this Agreement is terminated by SPAC pursuant to Section 12.1(k) or by DoubleDragon pursuant to Section 12.1(i),
then, upon written notice from SPAC to DoubleDragon in the event of Section 12.1(k) or upon written notice from DoubleDragon to SPAC in
the event of Section 12.1(i), SPAC will pay DoubleDragon (or its designees) an amount equal to US$1,000,000 (the “Reverse Termination
Fee”) within fifteen (15) days of termination of this Agreement. Each of the parties hereto acknowledges and agrees that (a)
the agreements contained in this Section 12.5 are an integral part of the this Agreement and the transactions contemplated hereby and
(b) in light of the difficulty of accurately determining actual damages with respect to the foregoing, upon any such termination of this
Agreement and payment in full of the Reverse Termination Fee pursuant to this Section 12.5, the right to such payment constitutes a reasonable
estimate of the losses that will be suffered by reason of any such termination of this Agreement and constitutes liquidated damages (and
not a penalty).”
| 2.10 | Amendment of Schedule A-1 of the Merger Agreement.
The information set forth on Schedule A-1 of the Merger Agreement is deleted and replaced in its entirety with the information
set forth on Schedule A-1 attached hereto. |
| 2.11 | Amendment of Schedule A-3 of the Merger Agreement.
Schedule A-3 of the Merger Agreement is deleted in its entirety. |
| 2.12 | Amendment of Schedule B of the Merger Agreement. The
reference to “PubCo” in Schedule B of the Merger Agreement is replaced by “Hotel101 Global.” |
| 2.13 | Amendment of Exhibit A of the Merger Agreement. The
information set forth on Exhibit A of the Merger Agreement is deleted and replaced in its entirety with the information set forth
on Annex 1 attached hereto. |
| 3. | No Other Amendments; Effect of Amendment. Except for
the amendments expressly set forth in this Amendment, the Merger Agreement shall remain unchanged and in full force and effect. This
Amendment shall form a part of the Merger Agreement for all purposes, and the parties thereto and hereto shall be bound hereby. From
and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to
the Merger Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of
this Amendment by the parties hereto. |
| 4. | Incorporation by Reference. Each of the provisions under Article XI (Dispute Resolution),
Sections 13.7 (Governing Law) and 13.8 (Counterparts) of the Merger Agreement shall be incorporated into this Amendment
by reference as if set out in full herein, mutatis mutandis. |
| 5. | Further Assurance. Each party hereto shall execute and deliver such documents and take such action,
as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions
and matters contemplated by this Amendment. |
[The remainder of this page intentionally left blank;
signature pages to follow]
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the day and year first above written.
| |
SPAC: |
| |
|
|
|
| |
JVSPAC ACQUISITION CORP. |
| |
|
|
|
| |
By: |
/s/ Albert Wong |
| |
|
Name: |
Albert Wong |
| |
|
Title: |
Director |
| |
|
|
|
| |
PubCo: |
| |
|
|
|
| |
Hotel101 Global Holdings Corp. |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
| |
|
|
|
| |
Merger Sub 1: |
| |
|
|
|
| |
HGHC 4 Pte. Ltd. |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
| |
|
|
|
| |
Merger Sub 2: |
| |
|
|
|
| |
HGHC 3 Corp. |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the day and year first above written.
| |
Company Parties: |
| |
|
|
|
| |
Hotel101 Global Pte. Ltd. |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
| |
Hotel of Asia, Inc. |
| |
|
|
|
| |
By: |
/s/ FERDINAND J. SIA |
| |
|
Name: |
FERDINAND J. SIA |
| |
|
Title: |
DIRECTOR |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.
| |
Principal Shareholders: |
| |
DoubleDragon Corporation |
| |
|
|
|
| |
By: |
/s/ Edgar
J. SIA II |
| |
|
Name: |
Edgar
J. SIA II |
| |
|
Title: |
Director |
| |
DDPC Worldwide Pte Ltd. |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
| |
Hotel101 Worldwide Private Limited |
| |
|
|
|
| |
By: |
/s/ Marriana Henares YULO |
| |
|
Name: |
Marriana Henares YULO |
| |
|
Title: |
Director |
Schedule A-1
Closing Payment Shares
| Name of Shareholders | |
Closing
Payment
Shares | |
| DDPC Worldwide Ptd Ltd | |
| 137,456,660 | |
| Hotel101 Worldwide Private Limited | |
| 27,107,777 | |
| DoubleDragon Corporation | |
| 30,935,563 | |
| Total | |
| 195,500,000 | |
Schedule to Merger Agreement
ANNEX 1
EXHIBIT A
Form of Plan of Merger
PLAN OF MERGER
THIS
PLAN OF MERGER is made on ____________________ between:
| (1) | HGHC 3 Corp., a company incorporated in the British
Virgin Islands, with company number 2143914, whose registered office is at Trinity Chambers, PO Box 4301, Road Town, Tortola, British
Virgin Islands (the Merging Company); and |
| (2) | JVSPAC Acquisition Corp., a company incorporated in
the British Virgin Islands, with company number 2060649, whose registered office is at Ritter House, Wickhams Cay II, PO Box 3170, Road
Town, Tortola VG1110, British Virgin Islands (the Surviving Company or the SPAC). |
BACKGROUND
| 1 | Hotel101 Global Pte Ltd., Hotel of Asia, Inc., DoubleDragon
Corporation, DDPC Worldwide Pte. Ltd., Hotel101 Worldwide Private Limited, the SPAC, Hotel101 Global Holdings Corp. (the PubCo),
HGHC 4 Pte. Ltd. and the Merging Company have entered into an agreement and plan of merger dated 8 April 2024 and a first amendment to
agreement and plan of merger dated [●] (together, the Merger Agreement), pursuant to which, among other things, the Merging
Company will merge with and into the Surviving Company, with the Surviving Company being the surviving company in accordance with the
terms and conditions set forth therein. |
| 2 | The parties to this Plan of Merger wish to merge in accordance
with the Act. |
| 3 | This Plan of Merger is the plan of merger for the Merger
for the purposes of the Act. |
| 4 | Terms not otherwise defined in this Plan of Merger shall
have the meanings given to them under the Merger Agreement. |
IT IS AGREED as follows.
| 1. | In this Plan of Merger: |
| (a) | Act means the BVI Business Companies Act 2004, as
amended; |
| (b) | Articles of Merger means the articles of merger for
the Merger executed by the Merging Company and the SPAC, in accordance with the requirements of the Act; |
| (c) | BVI Registrar means the registrar of corporate affairs
of the British Virgin Islands appointed under the Act; |
Exhibit to Merger Agreement
| (d) | Effective Time means such time on the date subsequent
thereto, not exceeding 30 days which is mutually agreed between the Merging Company and the SPAC and specified in the Articles of Merger; |
| (e) | Merger means the merger between the Merging Company
and the SPAC pursuant to this Plan of Merger, with the SPAC being the surviving company; |
| (f) | PubCo Ordinary Share means a class A ordinary share
of the PubCo; |
| (g) | SPAC Class A Ordinary Shares means the class A ordinary
shares with no par value of the SPAC; |
| (h) | SPAC Class B Ordinary Shares means the class B ordinary
shares with no par value of the SPAC; |
| (i) | SPAC Ordinary Shares means the SPAC Class A Ordinary
Shares and the SPAC Class B Ordinary Shares; and |
| (j) | definitions in the Act apply in this Plan of Merger unless
the context requires otherwise. |
| 2. | The Merging Company and the SPAC are the constituent companies. |
| 3. | The SPAC is the surviving company, which shall continue to
be named "JVSPAC Acquisition Corp.". |
| 4. | The Merging Company is authorised to issue a maximum of 50,000 ordinary shares of a single class with
a par value of US$1.00. |
| 5. | The Merging Company has one ordinary share in issue, which is entitled to vote on the Merger as one class. |
| 6. | The SPAC is authorised to issue a maximum of 111,000,000 shares with no par value divided into 100,000,000
class A ordinary shares, 10,000,000 class B ordinary shares and 1,000,000 preferred shares. |
| 7. | The SPAC has [●] class A ordinary shares and [●] class B ordinary shares in issue, each of
which are entitled to vote on the Merger. No preferred shares of the SPAC are issued and outstanding. |
| 8. | The Merger will take place at the Effective Time. |
| 9. | The terms and conditions of the Merger, including the manner and basis of converting shares in each constituent
company into shares in the Surviving Company or into other property, are set out in the Merger Agreement. In particular, at the Effective
Time, and in accordance with the terms and conditions of the Merger: |
| (a) | each SPAC Ordinary Share issued and outstanding immediately
prior to the Effective Time (other than the SPAC Dissenting Shares (as defined below)) shall automatically be cancelled and cease to
exist in exchange for the right to receive, without interest, one PubCo Ordinary Share; |
| (b) | if there are any SPAC Ordinary Shares that are owned by the
SPAC as treasury shares or any SPAC Ordinary Shares owned by any direct or indirect subsidiary of the SPAC immediately prior to the Effective
Time, such SPAC Ordinary Shares shall be cancelled and shall cease to exist without any
conversion thereof or payment or other consideration therefor; |
Exhibit to Merger Agreement
| (c) | each SPAC Ordinary Share (the SPAC Dissenting Shares)
owned by SPAC shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant
to the Act (the SPAC Dissenting Shareholders) shall thereafter represent only the right to receive the applicable payments set
forth in the Merger Agreement, unless and until such SPAC Dissenting Shareholder effectively withdraws its demand for, or loses its rights
to, dissent from the Merger pursuant to the Act with respect to any SPAC Dissenting Shares; |
| (d) | each share of the Merging Company that is issued and outstanding
immediately prior to the Effective Time shall automatically convert into one share of the Surviving Company, which shall constitute the
only outstanding share of the Surviving Company; and |
| (e) | the Surviving Company will automatically: |
| (i) | have vested in it all assets of every description, including
choses in action and business of each constituent company, and all rights, privileges, immunities, powers, objects and purposes of each
constituent company; and |
| (ii) | be liable for all claims against, debts, liabilities and obligations
of each constituent company. |
| 10. | The current memorandum and articles of association of the
SPAC shall remain as the memorandum and articles of association of the Surviving Company until such time as duly altered or amended. |
| 11. | The directors of the Surviving Company shall be [●]. |
| 12. | Each party will execute any document of any kind, and do
any other act or thing, that is reasonably necessary to give effect to the Merger. |
| 13. | This Plan of Merger may be executed in any number of counterparts.
This has the same effect as if the signatures on the counterparts were on a single copy of this Plan of Merger. |
| 14. | The laws of the British Virgin Islands govern this Plan of
Merger and its interpretation. |
Exhibit to Merger Agreement
Signatures
| Merging Company |
|
| |
|
| Signed for and on behalf of |
|
| HGHC 3 Corp. |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
Director |
|
| |
|
| Surviving Company |
|
| |
|
| Signed for and on behalf of |
|
|
JVSPAC Acquisition Corp. |
|
| |
|
| By: |
|
|
| Name: |
|
|
| Title: |
Director |
|
JVSPAC Acquisition (NASDAQ:JVSAU)
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