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October 20, 2023
Albert Wong
Chairman and Chief Executive Officer
JVSPAC Acquisition Corp.
G/F Hang Tak Building
1 Electric Street
Wan Chai, Hong Kong
Re:JVSPAC Acquisition Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted October 6, 2023
CIK No. 0001866001
Dear Albert Wong:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement submitted October 6, 2023
Cover Page
1.We reissue comment 2. We note the disclosure on the cover page that if you "enter into a
business combination with a target business operating in China, the combined company
may face risks associated with regulatory approvals of the proposed business combination
between us and the target, offshore offerings, anti-monopoly regulatory actions, and
cybersecurity and data privacy."  Please revise this disclosure and similar disclosure
throughout the prospectus to disclose that you currently face such risks, even without a
business combination with a company operating in China, based upon the location of the
company in the PRC.  Your disclosure should make clear whether these risks could result
in a material change in your operations, including your search for a target business.

 FirstName LastNameAlbert Wong
 Comapany NameJVSPAC Acquisition Corp.
 October 20, 2023 Page 2
 FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
October 20, 2023
Page 2
Summary, page 2
2.We reissue comment 3.  Provide a clear description of how cash is transferred through
your organization. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors.
3.Please revise your summary to clearly address the legal and operational risks associated
with being based in China.
4.We reissue comment 6.  Disclose each permission or approval that you are required to
obtain from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency and state affirmatively
whether you have received all requisite permissions or approvals and whether any
permissions or approvals have been denied. Please also describe the consequences to you
and your investors if you: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
Summary of Risk Factors, page 27
5.We partially reissue comment 8. Please revise the Summary of Risk Factors to reflect their
applicability of the current company, not just post business combination company, due to
your location in Hong Kong. In particular, describe the significant regulatory, liquidity,
and enforcement risks, including the risk that the Chinese government may intervene or
influence your operations at any time or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a
material change in your operations, including your search for a target business.
Risk Factors, page 31
6.We note your response to comment 9. Please clearly disclose in the prospectus, if true that
you do not believe that the excise tax enacted as part of the Inflation Reduction Act will
be applicable to you and that you will not change your corporate structure as a non-US
entity such that stock buyback excise tax under the Inflation Reduction Act would apply.
Enforceability of Civil Liabilities, page 84
7.We partially reissue comment 13.  Please discuss more specifically the limitations on
investors being able to effect service of process in Hong Kong.  Please also discuss the
cost and time constraints of potential actions brought in Hong Kong or Mainland China.

 FirstName LastNameAlbert Wong
 Comapany NameJVSPAC Acquisition Corp.
 October 20, 2023 Page 3
 FirstName LastName
Albert Wong
JVSPAC Acquisition Corp.
October 20, 2023
Page 3
            Please contact Mark Rakip at 202-551-3573 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Giovanni Caruso, Esq.