SecProbe.io

CORRESP
 1
 filename1.htm

 Hotel101 Global Holdings Corp.
 20 Cecil Street #04-03
 Plus Building
 Singapore 049705

 Hotel101 Global Pte. Ltd.
 20 Cecil Street #04-03
 Plus Building
 Singapore 049705

 VIA eDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 May 29, 2025

 Re: Hotel101 Global Holdings Corp.

 Hotel101 Global Pte. Ltd.

 Registration Statement on Form F-4

 Originally Filed on May 9, 2025

 File No. 333-287130

 Acceleration Request

 Dear Ms. Kellie Kim, Mr. Isaac Esquivel, Mr. Ruairi
Regan and Mr. Jeffrey Gabor,

 Pursuant to Rule 461 of the
General Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under the Securities Act
of 1933, as amended (the " Securities Act "), Hotel101 Global Holdings Corp. (the " Company ") and Hotel101
Global Pte. Ltd. (" Hotel101 Global ," and together with the Company, the " Co-Registrants ") hereby
respectfully request that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement,
as then amended, will become effective under the Securities Act by 9:00 a.m. (Eastern time) on June 2, 2025, or as soon as practicable
thereafter.

 In connection with this request,
the Co-Registrants acknowledge their obligations under the Securities Act.

 It would be appreciated if,
as soon as the Registration Statement is declared effective, you would so inform James Grandolfo at +852 2971 4848 or York Wu at +852
2971 4822 and that such effectiveness also be confirmed in writing. The Co-Registrants hereby authorize each of James Grandolfo and York
Wu to orally modify or withdraw this request for acceleration.

 Thank you for your assistance
in this matter.

 [ Signature page follows ]

 Very truly yours,

 Hotel101
 Global Holdings Corp.

 Hotel101
 Global Pte. Ltd.

 By:
 /s/
 Marriana Henares Yulo

 By:
 /s/
 Marriana Henares Yulo

 Name:
 Marriana Henares Yulo

 Name:
 Marriana Henares Yulo

 Title:
 Chief Executive Officer

 Title:
 Chief Executive Officer

 cc:
 James Grandolfo, Milbank (Hong Kong)
LLP

 York Wu, Milbank (Hong Kong)
LLP

 Albert Wong, JVSPAC Acquisition
Corp.

 Giovanni Caruso, Loeb &
Loeb LLP

CORRESP
 1
 filename1.htm

 james grandolfo

 Partner – Milbank LLP

 Registered Foreign Lawyer (New York)

 30/F Alexandra House | 18 Chater Road | Central
| Hong Kong

 T: +852.2971.4848

 jgrandolfo@milbank.com | milbank.com

 VIA eDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 May 22, 2025

 Re: Hotel101 Global Holdings Corp.

 Hotel101 Global Pte. Ltd.

 Registration Statement on Form F-4

 Filed May 9, 2025

 File No. 333-287130

 Dear Ms. Kellie Kim, Mr. Isaac Esquivel, Mr. Ruairi
Regan and Mr. Jeffrey Gabor,

 On behalf of Hotel101 Global
Holdings Corp. (the " Company " or " HBNB ") and Hotel101 Global Pte. Ltd. (" Hotel101 Global ,"
and together with the Company, the " Co-Registrants "), we respectfully submit this letter setting forth the response
of the Co-Registrants to the comment provided by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its comment letter dated May 20, 2025 (the " Comment Letter ") with respect
to the registration statement on Form F-4 filed with the Commission on May 9, 2025 (the " Registration Statement ").
Concurrently with the submission of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form F-4 through
EDGAR (the " Amendment No. 1 "), which reflect certain updates.

 The Staff's comment
is repeated below in bold and is followed by the Co-Registrants' response. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amendment No. 1.

 May 22, 2025
 Page 2

 Form F-4 filed May 9, 2025

 Notes to the consolidated financial statements, page F-29

 1. Please tell us you considered segment disclosures required by paragraphs
20 through 34 of IFRS 8.

 In response to the Staff's
comment, the Co-Registrants respectfully submit that IFRS 8 requires Hotel101 Global to disclose information to enable users of its financial
statements to evaluate the nature and financial effects of the business activities in which it engages and the economic environments in
which it operates.

 The reporting format of the
operating segments of Hotel101 Global and its subsidiaries (the " Group ") is determined based on the Group's risks
and rates of return which are affected predominantly by differences in the products and services produced. The operating businesses are
organized and managed separately according to the nature of the products produced and services provided, with each segment representing
a strategic business unit that offers different products and serves different markets.

 As of December 31, 2024, the
Group has one reportable segment, which is real estate development relating to the development of Hotel101 projects.

 The real estate development
segment is engaged in the development of real estate assets to be held as development properties and for sale. This segment was developed
as part of the Group's unique sale-and-manage business model which is to develop Hotel101 properties for sale and then manage these
Hotel101 projects as a hotel.

 Once these Hotel101 projects
are completed, the Group will be engaged in the hospitality segment which is the management of the Hotel101 projects. As of December 31,
2024, there are no completed projects for the Group.

 The Group also earned
leasing revenue for the lease of its Hotel101-Niseko lot as parking and lease of the existing property at Hotel101-Los Angeles lot.
This leasing revenue is not significant to the Group and the Group has no plans of expanding its leasing portfolio as a separate
business segment.

 The chief operating decision
maker (the " CODM ") monitors the operating results of its business segment separately for the purpose of making decisions
about resource allocation and performance assessment. The CODM assesses segment performance and allocates resources based on consolidated
financial and operational metrics. Segment performance is evaluated based on segment loss and is measured consistently with the loss
for the period reported on the consolidated statement of comprehensive loss.

 As of December 31, 2024, total
assets and liabilities of the Group mainly pertains to its real estate development segment which mainly includes the acquisition of lots
and construction of Hotel101 projects including the marketing and selling of Hotel101 units. Segment assets are measured using total consolidated assets as reported on the consolidated statement of financial position.

 May 22, 2025
 Page 3

 The Group has only one
reportable segment for 2024, 2023 and 2022, which is the real estate development. No specific disclosure has been made on the
consolidated financial statements of the Group given that the Group is operating under one reportable segment and the information the CODM uses to allocate resources and manage the business is included in the consolidated financial statements.

 The Group has no major customers.
Hotel101 units are sold to different buyers with no significant buyer that can influence the business of the Group.

 As of December 31, 2024,
the Group has three Hotel101 projects under planning and development phase, namely Hotel101-Niseko in Japan, Hotel101-Madrid in
Spain and Hotel101-Los Angeles in the United States. The Group assessed that these three locations are not considered as the
Group's reportable geographical areas since revenues from customers are from different nationalities and countries. Revenues
of these three locations are attributed to countries other than those in which the Group derives revenues.

 Please contact the undersigned
by phone at +852 2971 4848 should you have any questions or require further information.

 Very truly yours,

 /s/ James Grandolfo

 James Grandolfo

 cc:
 Marriana Henares Yulo, Hotel101 Global Holdings Corp.

 Marriana Henares Yulo, Hotel101 Global Pte. Ltd.

 Albert Wong, JVSPAC Acquisition Corp.

 Giovanni Caruso, Loeb & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 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.
 Registration Statement on Form F-4
 Filed May 9, 2025
 File No. 333-287130
Dear Marriana Henares Yulo and Marriana Henares Yulo:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form F-4 filed May 9, 2025
Notes to the consolidated financial statements, page F-29

1. Please tell us you considered segment disclosures required by paragraphs
20 through
 34 of IFRS 8.
 May 20, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 Jeffrey Gabor at 202-551-2544 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: James Grandolfo, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 james grandolfo
 Partner
 – Milbank LLP
 Registered Foreign Lawyer (New York)
 30/F Alexandra House | 18 Chater Road | Central
 | Hong Kong
 T: +852.2971.4848
 jgrandolfo@milbank.com | milbank.com

 VIA
EDGAR

 Division
of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 May 9, 2025

 Re: Hotel101 Global Holdings Corp.

 Hotel101 Global Pte. Ltd.

 Amended Draft Registration Statement
on Form F-4

 Submitted March 31, 2025

 CIK No. 0002054507

 Dear Ms. Kellie Kim, Mr. Isaac Esquivel, Mr. Ruairi
Regan and Mr. Jeffrey Gabor,

 On behalf of Hotel101 Global
Holdings Corp. (the " Company " or " HBNB ") and Hotel101 Global Pte. Ltd. (" Hotel101 Global ,"
and together with the Company, the " Co-Registrants "), we respectfully submit this letter setting forth the responses
of the Co-Registrants to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its comment letter dated April 10, 2025 (the " Comment Letter ") with respect
to the amended draft registration statement on Form F-4 filed with the Commission on March 31, 2025 (the " Amended Draft
Registration Statement "). Concurrently with the submission of this letter, the Company has filed the Registration Statement
on Form F-4 through EDGAR (the " Form F-4 ").

 The Staff's comments
are repeated below in bold and are followed by the Co-Registrants' responses. We have included page references to the Form F-4 where
the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Form F-4. The changes reflected in the Form F-4 include those made in response to the Staff's comments as well as other updates.

 Amended Draft Registration Statement on
Form F-4

 Risk Factors
JVSPAC is not required to, and did not, obtain a third-party valuation, page 62

 May 9, 2025
 Page 2

 1. We note your revised disclosure
in response to prior comment 7 that the reliance on a fragmented ownership structure, where units are owned by third party real estate
unit owners, forms a core similarity between you and Airbnb. Please expand your risk factor disclosure to address your valuation and
disclose clearly the differences in your business model compared to that of Airbnb.

 In response to the Staff's
comment, the Co-Registrants have revised the disclosure on page 63 of the Form F-4.

 Provide competitive returns to Unit Owners
to establish a diversified and satisfied buyer population., page 162

 2. We note your revised disclosure
in response to prior comment 11. Please clarify that the Unit Owners' Yield on the Philippine hotels should not be taken as an
indication of future financial performance of properties of Hotel101 Global.

 In response to the Staff's
comment, the Co-Registrants have revised the disclosure on pages 25 and 163 of the Form F-4.

 Please contact the undersigned
by phone at +852 2971 4848 should you have any questions or require further information.

 Very truly yours,

 /s/ James Grandolfo

 James Grandolfo

 cc: Marriana Henares Yulo, Hotel101 Global Holdings Corp.

 Marriana Henares Yulo, Hotel101
Global Pte. Ltd.

 Albert Wong, JVSPAC Acquisition
Corp.

 Giovanni Caruso, Loeb &
Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 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 31, 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 March 25, 2025 letter.
 April 10, 2025
Page 2

Amended Draft Registration Statement on Form S-4
Risk Factors
JVSPAC is not required to, and did not, obtain a third-party valuation, page 62

1. We note your revised disclosure in response to prior comment 7 that the
reliance on a
 fragmented ownership structure, where units are owned by third party
real estate unit
 owners, forms a core similarity between you and Airbnb. Please expand
your risk
 factor disclosure to address your valuation and disclose clearly the
differences in your
 business model compared to that of Airbnb.
Provide competitive returns to Unit Owners to establish a diversified and
satisfied buyer
population., page 162

2. We note your revised disclosure in response to prior comment 11. Please
clarify that
 the Unit Owners' Yield on the Phillipine hotels should not be taken as
an indication of
 future financial performance of properties of Hotel101 Global.
 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 Jeffrey Gabor at 202-551-2544 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: James Grandolfo, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

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