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 March 25, 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.
 Amended Draft Registration Statement on Form F-4
 Submitted March 11, 2025
 CIK No. 0002054507
Dear Marriana Henares Yulo and Marriana Henares Yulo:

 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. Unless we note otherwise, any references to prior comments are to
comments in
our February 27, 2025 letter.
 March 25, 2025
Page 2

Amended Draft Registration Statement on Form F-4
Risk Factors, page 22

1. Refer to prior comment 10. Please specifically describe the
development properties
 and other property and equipment owned by the Hotel Development
Subsidiaries and
 referenced on page 5 of your response, including whether these assets
are fee simple
 interests in real estate or if these companies hold properties in other
forms. To the
 extent any of such assets may be securities, including because real
estate interests are
 owned in the form of interests in limited liability companies or other
equity interests,
 please describe their value and provide your detailed legal analysis
describing why
 such interests are not investment securities as defined in section
3(a)(2) of the
 Investment Company Act of 1940.
2. Please update the table of Hotel101 Global s Assets at June 30,
2024
 (Unconsolidated) on page 4 of your response letter (the Hotel101
Global Table ) to
 present data as of the Company s most recent fiscal quarter ended. See
generally
 section 2(a)(41) (defining value with respect to other securities and
assets owned at
 the end of the last preceding fiscal quarter as fair value at
the end of such quarter,
 as determined in good faith by the board of directors ).
3. Please clarify why the Hotel101 Global Table does not include recordings
for the
 equity of Hotel101 LA Holdings LLC and Hotel 101 Management Japan
Kabushiki
 Kaisha, which page 6 of the Summary of the Proxy Statement/Prospectus
appears to
 indicate will be directly owned subsidiaries immediately upon completion
of the
 Business Combination. To the extent that these subsidiaries will, in
fact, be directly
 owned, please revise the table to set forth the value of these equity
interests. Please
 also describe your analysis regarding why such interests are not
investment securities
 as defined in section 3(a)(2).
4. Please provide a more comprehensive, detailed legal analysis regarding
whether the
 (i) the Company (together with its consolidated subsidiaries) and (ii)
any
 unconsolidated subsidiaries meet the definition of an investment
company under
 Section 3(a)(1)(A) of the 1940 Act. In your response, please address, in
detail, each of
 the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426
(1947) and
 provide legal and factual support for your analysis of each such factor.
In your
 description of the Company s assets and income, please (i)
specifically describe the
 amount of assets represented by the Company s interest in Hotel of
Asia, Inc., (ii)
 how much income you expect to be attributable to the Company s
interest in Hotel of
 Asia, Inc., and (iii) describe and discuss any other substantive
determinations and/or
 characterizations of assets (as securities or not) that are material to
your analysis.
Background of the Merger, page 97

5. We note your revised disclosure that Merdeka's role as financial advisor
to HBNB for
 the Business Combination includes advising on the structure of the
transaction and
 assisting HBNB in negotiating certain agreements documenting the
transaction;
 however, we see no references to Merdeka in this section. Please revise
or advise.
 March 25, 2025
Page 3

JVSPAC Board's Review of Valuation, page 103

6. We note your revised disclosure in response to prior comment 19. It
remains
 unclear how the revenue earnout target of $113.3 million was determined
in reaching
 the valuation of HBNB. We note your disclosure that for Hotel101-Madrid,
HBNB s
 management expects approximately 70 percent of the total units, to be
sold by
 December 31, 2025 and for Hotel101-Niseko, HBNB s management expects
that
 approximately 30 percent of the total units will be sold by December 31,
2025. Please
 provide the analysis previously requested including clarification of
what
 proportion of the $113.3 of revenue is expected to be generated from
sales of units
 and what proportion will be generated from management fees.
7. We note your revisions in response to prior comment 20; however, it
remains unclear
 how you concluded that the 2020 historical performance of Airbnb more
closely
 aligns with HBNB s current stage of development. We note that
 Airbnb had consolidated total revenue of $3.38 billion for the full year
ended
 December 31, 2020 whereas it remains unclear what revenues you will
generate in
 2025. It is also unclear whether the sources of your revenues are
comparable
 to Airbnb as it appears you intend to generate those revenues in part
from the sales of
 your hotel units which would appear to be one time sources of revenue
rather than
 recurring revenues. Please tell us whether any adjustments were made to
reflect
 differences in your business model compared to Airbnb and clearly
explain those
 adjustments or explain how you concluded such adjustments were not
required.
Underwriting Agreement, page 154

8. Please address the last sentence of prior comment 28 to clarify whether
Maxim had
 any role in the identification or evaluation of business combination
targets.
Information about HBNB, HOTEL101 GLOBAL and HOA, page 159

9. We note your response to prior comment 10 that HOA is controlled by
DoubleDragon
 and not Hotel101 Global due to (i) DoubleDragon holding a 30% direct
ownership
 interest in HOA and a 28.12% indirect ownership interest through its
wholly owned
 subsidiary, DDPC Worldwide, which holds 70.31% of Hotel101 Global, (ii)
 DoubleDragon s officers serving on HOA s board of directors and
occupying five out
 of the seven seats and (iii) the CEO of HOA being a DoubleDragon
officer. Given you
 do not control HOA please substantially revise your disclosure
throughout this section
 and elsewhere to clearly distinguish between your operating business
which you
 control and HOA and to avoid any implication that you control the HOA
business.
Business Strategies
Provide competitive returns to Unit Owners to establish a diversified and
satisfied buyer
population., page 162

10. We note your revised disclosure regarding your Unit Owners' Yield metric
in response
 to our prior comment 29. Please further revise your disclosure to
address the
 following:
 Please clarify if the metric represents an average yield for all the
units of
 Hotel101-Manila for the corresponding period where the total units'
revenue share
 March 25, 2025
Page 4

 is divided by the total units' original purchase price. We note that
your disclosure
 indicates the the yields are calculated based on each unit s
revenue share for the
 corresponding period divided by such unit s original purchase
price;
 Please clarify if each unit was sold for P2.98 million or if this
represents an
 average selling price for all the units sold at Hotel101-Manila;
and,
 Please clarify how each unit owner's share in room revenue is
determined.
11. It remains unclear how the yield on owners units of Hotel101-Manila
controlled by
 HoA is material to investors in your business given your investments in
hotels in
 Madrid. Niseko and Los Angeles. Please clarify the purpose of this
disclosure and
 how such disclosure is material to your investors. Also, tell us your
consideration of
 discussing Unit Owners' Yield for each of the other operating hotels
(e.g., Hotel101-
 Fort and Injap Tower Hotel) or on an aggregate basis.
Operations, page 167

12. Please expand your description of your deferred payment schemes to
clarify what
 proportion of your units are financed under such schemes and clarify the
terms of such
 schemes including the typical amounts of any discounts and whether there
are any
 interest payments or other premiums payable by deferred payment
purchasers and the
 amounts of such payments if any.
13. Refer to prior comment 34. Given your business plan to generate revenue
form your
 property projects through management fees, please further expand your
description of
 the terms of the management agreements to describe such fees and any
other payment
 terms to the company under such agreements.
Unaudited Pro Forma Condensed Combined Financial Information
Description of Transactions, page 260

14. We note from your response to prior comment 38 that HOA's activities are
controlled
 by HOA s management and Board of Directors, which is controlled by
 DoubleDragon, holding five out of seven director seats and that
DoubleDragon
 remains a principal investor in both Hotel101 Global and HOA before and
after the
 transfer of the 40% interest in HOA to Hotel101Global. We further note
that Edgar J.
 Sia II ("Mr. Sia") and Tony Tan Caktiong ("Dr. Tan Caktiong") serve on
HOA's
 Board and are also major shareholders of DoubleDragon. Please explain to
us in detail
 how you considered all related party relationships in your control
analysis that led to
 your conclusion that Hotel101 Global does not also control HOA at the
intermediate
 parent level. Your response should include your consideration of
 paragraph B18 of IFRS 10. Additionally, please provide us with the HOA
and
 Hotel101 Global ownership interest held by DoubleDragon, Mr. Sia and Dr.
Caktiong,
 respectively, before and after the transfer.
 March 25, 2025
Page 5
Note 5 - Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Financial
Position as of June 30, 2024, page 269

15. We note your revised disclosure to adjustment E in response to prior
comment 39. We
 are unable to recalculate the investment cost of $14.5 million using the
assumptions
 disclosed. Please explain to us in further detail how you determined the
investment
 cost of $14.5 million and provide us with each specific input used in
your calculation.
Dilution to JVSPAC's Shareholders, page 274

16. We note your revised dilution disclosure in response to prior comment
41. Please
 further revise your presentation to address the following:
 Please update your dilution presentation as of JVSPAC Acquisition
Corp.'s most
 recent balance sheet date; and
 Please revise your dilution presentation to give effect to, while
excluding the de-
 SPAC transaction itself, material probable or consummated
transactions and other
 material effects on the SPAC's net tangible book value per share
from the de-
 SPAC transaction. For example, please tell us how the $2,000,000
extension
 payment from Hotel101 Global is reflected in your dilution
presentation.
 Please refer to Item 1604(c) of Regulation S-K.

 Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
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