SecProbe.io

February 27, 2025
Marriana Henares Yulo
Chief Executive Officer
Hotel101 Global Holdings Corp.
20 Cecil Street #04-03
Plus Building
Singapore 049705
Marriana Henares Yulo
Chief Executive Officer
Hotel101 Global Pte. Ltd.
20 Cecil Street #04-03
Plus Building
Singapore 049705
Re:Hotel101 Global Holdings Corp.
Hotel101 Global Pte. Ltd.
Draft Registration Statement on Form F-4
Submitted January 31, 2025
CIK No. 0002054507
Dear Marriana Henares Yulo and Marriana Henares Yulo:
            We have reviewed your 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.

February 27, 2025
Page 2
Draft Registration Statement on Form F-4
Cover Page
1.Please disclose that the JVSPAC Board did not obtain a third-party valuation or
fairness opinion in determining whether or not to proceed with the business
combination, as noted on page xii. Refer to Item 1604(a)(1) of Regulation S-K.
2.We note your cross-reference to compensation received by JVSPAC Sponsor and its
affiliates. Please also disclose the amount of compensation received or to be received
by the sponsor and its affiliates in connection with the business combination. Refer to
Item 1604(a)(3) of Regulation S-K.
Questions and Answers about the Proposals, page x
3.Please state whether or not the de-SPAC transaction is structured so that approval of
at least a majority of unaffiliated security holders of JVSPAC is required. Please refer
to Item 1606(c) of Regulation S-K. Add any appropriate risk factors if the transaction
is not structured in a way that such approval is required and/or if approval of the
transaction is already assured as a result of the number of shares held by the sponsor
and its affiliates relative to the number outstanding.
4.We note your disclosure on page xi that the Initial Shareholders have agreed to vote
any JVSPAC Ordinary Shares purchased by them in the open market after the IPO in
favor of the Proposals. Please provide your analysis on how such potential purchases
would comply with Rule 14e-5 of the Securities Exchange Act 1934. For guidance,
see Question 166.01 of our Compliance and Disclosure Interpretations (Tender Offer
Rules and Schedules).
Summary of the Proxy Statement/Prospectus, page 1
5.Please include a brief description of the background of the business combination.
Refer to Item 1604(b)(1) of Regulation S-K.
6.We note your disclosure on page 6 that the JVSPAC Board recommends that JVSPAC
shareholders vote FOR the SPAC Merger Proposal. Please revise the summary section
to provide a brief description of the material factors that the board considered in
making this determination. Refer to Item 1604(b)(2) of Regulation S-K
7.Outside your compensation table on page 9, please describe the extent to which
the compensation and securities issuance has resulted or may result in a material
dilution of the equity interests of non-redeeming shareholders of JVSPAC. Refer to
Item 1604(b)(4) of Regulation S-K.

8.Under Merger Consideration on page 2, please describe the dilutive impact of the
Consideration Shares and the Earnout Shares on non-redeeming shareholders.

9.Please provide concise, bulleted or numbered statements that is no more than two
pages summarizing your principal risk factors, focusing on the principal risks of the
transaction. See Item 105(b) of Regulation S-K.

February 27, 2025
Page 3
Risk Factors, page 20
10.We note your disclosure on page 65 regarding Investment Company Act related
risks. It appears that the majority of your current operations are conducted through
Hotel of Asia, Inc. We also note that you appear to have a 40% equity interest in
Hotel of Asia, Inc. and it is unclear the extent to which you control Hotel of Asia,
Inc. Please provide us with a detailed analysis of the exemption(s) under the
Investment Company Act that you and your subsidiaries intend to rely upon and how
your investment strategy will support such exemption(s). Also, please revise your
disclosure in your business section to clarify the extent to which you control Hotel of
Asia, Inc.
11.We note your risk factor disclosure on page 72 that as a controlled company you may
elect not to comply with certain Nasdaq corporate governance requirements. Please
revise your summary to clearly describe the exemptions upon which you will rely.
12.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person. Please
also tell us whether anyone or any entity associated with or otherwise involved in the
transaction, is, is controlled by, has any members who are, or has substantial ties with,
a non-U.S. person. If so, also include risk factor disclosure that addresses how this
fact could impact your ability to complete your initial business combination. For
instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to
review by a U.S. government entity, such as the Committee on Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and
require you to liquidate. Disclose the consequences of liquidation to investors, such as
the losses of the investment opportunity in a target company, any price appreciation in
the combined company, and the warrants, which would expire worthless.
Additional Agreements, page 91
13.Please describe the material terms of the lock-up agreements and file the agreements
as exhibits.
Background of The Merger, page 92
14.We refer to your disclosure on page 94 that parties shall use reasonable best efforts to
procure PIPE Investors, which is also a covenant in the merger agreement. Please
expand your disclosure to clarify the current status of discussions and negotiations
regarding a PIPE transaction. To the extent that negotiations and marketing processes
for a PIPE are ongoing, please disclose material details of those processes, including
who selected the potential PIPE investors, what relationships the PIPE investors have
to JVSPAC, HBNB and its affiliates, the placement agent and advisors, if any, and
how the terms of the PIPE transaction were determined. Please also revise your filing
to include risk factor disclosure that addresses how the failure to consummate a PIPE
transaction could impact HBNB’s ability to operate its business after the closing.
Refer to Item 1605(b)(2) of Regulation S-K.

February 27, 2025
Page 4
15.We note your disclosure on page 97 that during the period that the terms of the
Merger Agreement were being negotiated, the JVSPAC management team studied the
business model of HBNB and identified certain appropriate comparable public
companies to HBNB and that JVSPAC management team performed a valuation
analysis. Please clarify in this background section when this valuation analysis
occurred and the impact it had on the negotiations regarding the letter of intent,
merger agreement, etc.
16.We note your disclosure that on February 12, 2024, JVSPAC signed a non-
binding LOI with Hotel101 Global. Please disclose all the material terms of the letter
of intent, including whether it addressed the pre-transaction equity value of HBNB.
17.Please revise your background of the merger section to include a detailed discussion
of negotiations relating to the material terms of the transaction, including, but not
limited to, the evolution of the transaction structure, the merger consideration, the
earnout target of $113.3 million and enterprise value of HBNB and the employment of
Key Personnel, the terms of  the lock-up agreements , the terms of any PIPE financing,
and post-governance terms. To the extent material:
•Explain the reasons for such terms, each party’s position on such issues, the
proposals and counter-proposals made during the course of negotiations, and how
you reached agreement on the final terms.
•Where you disclose general topics and agreements that were discussed at each
meeting, please provide additional detail regarding the substance of those
discussions and material terms of the relevant agreements.
•Identify the individuals and/or parties who participated in the meetings and
discussions.
18.We note the disclosure that HBNB shall issue 600,000 HBNB Ordinary Shares to its
financial adviser for the Business Combination. Please identify the financial advisor
and explain clearly their role in the transaction.
JVSPAC Board's Review of Valuation, page 97
19.We note your disclosure that the HBNB management incentive earnout is not intended
to be a projection or forecast and that it reflects a number of assumptions that are
dependent on the occurrence of several milestones that are beyond JVSPAC’s or
HBNB’s control. Please explain clearly how the revenue earnout target of $113.3
million was determined in reaching the valuation of HBNB, including the
material bases of the disclosed revenue earnout target and all material assumptions
and milestones underlying such amount, and any material factors that may affect such
assumptions. Disclose whether or not HBNB has affirmed to JVSPAC that its
projections reflect the view of the HBNB's management or board of directors about its
future performance as of the most recent practicable date prior to the date of the
prospectus. Refer to Item 1609 of Regulation S-K.
We note your disclosure that "some adjustments" were made to account for ABNB
being a more mature, globally recognized publicly listed company while HBNB is
still in the early stages of its growth cycle and that the JVSPAC management focused
on the 2020 historical performance of ABNB, the year of its initial public offering, 20.

February 27, 2025
Page 5
which was used as the benchmark year to arrive at the relevant multiple applied to
HBNB. You also disclose that the average multiple of the listing valuation and the
valuation at the close of the first trading day of ABNB is approximately 20x ABNB’s
full year ended December 31, 2020 revenue. By applying the 20x multiple to the
Earnout target of HBNB, you determined that the implied valuation is $2.3 billion.
Please clarify what adjustments were made and if any adjustments were made based
on the fact that ABNB had total revenue of $3.38 billion for the full year ended
December 31, 2020 compared to HBNB's projected revenues.
JVSPAC's Board, page 99
21.We note your disclosure on page 102 that the parties to the Business Combination
have not sought any third-party valuation or fairness opinion. We also note your
disclosure on page XII that JVSPAC’s officers and JVSPAC’s Board of Directors
have substantial experience in evaluating the operating and financial merits of
companies from a wide range of industries and concluded that their experience and
backgrounds, enabled them to make the necessary analyses and determinations
regarding the Business Combination with HBNB. Please revise your disclosure here,
and, as appropriate, throughout your filing, to provide additional detail describing the
qualifications and substantial experience of your officers and directors that allowed
the Board to determine that the business combination agreement and the transactions
thereby are advisable and in the best interest of shareholders.
Material Tax Considerations, page 116
22.Please disclose that you have received tax opinion(s) and identify the firm(s)
providing such opinions and file them as exhibits. See Item 601(b)(8) of Regulation S-
K. Also revise your disclosure to reflect that you have filed either a long-form or
short-form tax opinion, as applicable. For guidance, see Staff Legal Bulletin No. 19,
Section III(B).
23.Please revise to provide clear disclosure of the federal income tax consequences of the
de-SPAC transaction to the SPAC, the target company, target security holders,
and SPAC security holders. Refer to Item 1605(b)(6) of Regulation S-K. Please make
conforming changes throughout your filing, including to your risk factor disclosure
and to your Questions and Answers on page xxi.
24.Please revise the language in all caps on page 117 that investors "should consult" with
their own advisors to clarify that investors are entitled to rely on the disclosure in your
prospectus.

February 27, 2025
Page 6
25.We refer to your disclosure on page 118 that the Company Amalgamation and SPAC
Merger, taken together with other relevant portions of the transactions contemplated
in the Merger Agreement are intended to qualify as an integrated transaction that
qualifies as an exchange described in Section 351(a) of the Code. Please revise your
disclosure in this section to state clearly the tax consequences to U.S. holders of
JVSPAC securities. Please remove language assuming certain consequences. If there
is uncertainty regarding the tax treatment of the transactions, counsel may issue a
“should” or “more likely than not” opinion to make clear that the opinion is subject to
a degree of uncertainty and explain why it cannot give a firm opinion. For further
guidance, see Staff Legal Bulletin No. 19.
Information about JVSPAC, page 126
26.Please describe the general character of Winky Investments Limited's business and
whether it is involved with other SPACs. Refer to Item 1603(a)(2) and (3).
27.We note your disclosure on page 127 that your sponsor, officers and directors are
now, and may become a sponsor, an officer or director of other special purpose
acquisition companies. Please update your disclosure to describe their experience in
organizing special purpose acquisition companies and the extent to which they are
involved in other special purpose acquisition companies. Refer to Item 1603(a)(3) of
Regulation S-K. Also discuss the status of other SPACs; for example, the status of any
business combination or liquidation, whether they are still seeking a target, prior
extensions of business combination deadlines and related amounts of redemptions.
Underwriting Agreement, page 145
28.We note your disclosure that JVSPAC issued Maxim Partners LLC and/or its
designees 258,750 ordinary shares at the closing of the IPO and that Maxim has
agreed not to transfer, assign or sell any such shares until the completion of the initial
Business Combination. Please describe any relationship that existed between Maxim
and JVSPAC after the close of the IPO, including any financial or merger-related
advisory services conducted by Maxim. For example, clarify whether Maxim had any
role in the identification or evaluation of business combination targets.
Information about HBNB, Hotel 101 Global and HOA , page 151
29.We note your discussion of hotel operating margin, yield, and average development
margin on pages 152, 154 and 155, respectively. Please expand your disclosure to
address the following for each metric:
•Provide a clear definition of each metric and how it is calculated;
•Provide a statement indicating the reasons why the metric provides useful
information to investors; and,
•Provide a statement indicating how management uses the metric in managing or
monitoring the performance of your business.

February 27, 2025
Page 7
Information about HBNB, HOTEL101 GLOBAL and HOA, page 151
30.We note much of your disclosure in this section is provided as of June 30, 2024.
Please update your disclosure to the most recent practicable date.
31