HONG KONG, April 8, 2024 /PRNewswire/ -- The Singapore-headquartered subsidiary of
Philippine-listed investment company DoubleDragon Corporation,
Hotel101 Global Pte. Ltd. and affiliates ("HOTEL101" or "HBNB") and
JVSPAC Acquisition Corporation (Nasdaq: JVSA) ("JVSPAC") announced
today that they have entered into a definitive merger agreement.
Hotel101 is a hotel prop-tech operator pioneering a globally
standardized, asset-light "condotel" business model. Upon
completion of the proposed business combination transaction, the
combined entity is expected to be publicly listed on the NASDAQ
under the ticker symbol "HBNB."
Hotel101 is expected to have an equity value of over
US$2.3 billion following completion
of the transaction, which is expected to close during the second
half of 2024 subject to regulatory and shareholder approvals and
other customary closing conditions.
Management believes that Hotel101 is a global "one room" hotel
chain poised to disrupt the tourism industry by offering identical,
standardized hotel rooms around the world, creating what management
believes to be unbeatable efficiency, simplicity, and value.
Management believes Hotel101s are efficient to build, maintain, and
operate – as well as to scale and expand through direct
development, joint venture partnerships, and licensing.
Management believes that the Hotel101 platform is unlike
anything available in any part of the world today: while it is
similar to other short-term rental platforms because its inventory
is generally owned by third-party individual condominium unit
owners who can opt to list their unit on the Hotel101 platform, it
is able to deliver consistency, security, and predictability for
its guests, as well as arguably higher acceptance in the
communities where it operates as all Hotel101 properties are
purposely built as hospitality assets. The global opportunity that
management sees in the hospitality space is that of
standardization, which management believes brings unbeatable
efficiency, especially for the value segment. In addition,
Hotel101's proprietary app adopts dynamic pricing for its room
rates and is planned to offer self-check in, simplified by the
availability of just one type of room.
Hannah Yulo-Luccini, CEO of
Hotel101, said: "Hotel101's asset-light business model allows us to
generate revenues twice: first from the pre-selling of
strata-titled individual hotel units during the construction phase;
and second, from the long-term recurring revenue derived from
day-to-day hotel operations following completion of the units.
Building on the success of our business model in the Philippines – where we have several
operating properties and a number under development – and our
ongoing international expansion to Japan, Spain,
and the U.S., we believe that a NASDAQ listing will provide
Hotel101 with access to public capital markets and help accelerate
our global expansion plans."
Edgar "Injap" Sia II, Chairman and CEO of DoubleDragon
Corporation and Founder of Hotel101, said: "With its unique and
novel concept, we believe Hotel101 has significant potential to
successfully expand globally. We expect this to have a network
effect that will further elevate the brand and benefit all
stakeholders within its ecosystem. The standardization of a
Hotel101 room globally means that a customer knows exactly what to
expect wherever they may be in the world. Management also expects
this formula to result in creating sustained value for consumers
globally."
Albert Wong, Chairman, JVSPAC
Acquisition Corporation, said: "Today marks a significant milestone
towards the successful completion of the business combination
between JVSPAC and Hotel101. We sought out a partner that aligns
with our vision and are confident that this merger will position us
for long-term success. We are pleased to work with Hotel101 and
believe its unique business model and the track record of its
founders will be a disruptive force in the hospitality industry. We
are honored to be part of their journey and be the ones introducing
their business to the public capital markets."
By building properties at scale – what management believes to be
roughly five times the size of other branded 3-star hotel chains –
Hotel101 can offer its guests amenities that go well beyond what
management believes to be the typical offering in the value
segment. These amenities usually include in-room kitchenettes,
pools, gyms, business centers, all-day dining, function rooms, 24/7
front desks, and children's playgrounds – features that other
mid-tier players do not typically provide.
Outside of the Philippines,
Hotel101 has broken ground in Madrid,
Spain to construct a 680-room property located in the
Valdebebas area beside the IFEMA Convention Complex, the Real
Madrid Complex and the upcoming new F1 Grand Prix Track. Another
482-room property, Hotel101-Niseko, is under construction in
Hokkaido, Japan; and a site has
been secured in Los Angeles,
California to build the first Hotel101 in the U.S.
Hotel101's long term vision is to have one million rooms,
operating in over 100 countries worldwide. As a first step,
Hotel101 has identified the first 25 priority countries for
expansion: the Philippines,
Japan, Spain, the U.S., United Kingdom, the U.A.E., India, China,
Thailand, Malaysia, Vietnam, Indonesia, Singapore, Cambodia, Bangladesh, Mexico, South
Korea, Australia,
Canada, Switzerland, Turkey, Italy, Germany, France, and Saudi
Arabia.
---
About DoubleDragon Corporation
DoubleDragon Corporation currently has total assets of about
US$3 billion, with a portfolio that
spans over one million square meters of gross floor area
principally from provincial community malls, a string of office
buildings, a chain of industrial warehouse complexes and its chain
of hotels.
DoubleDragon Corporation has been listed on the Philippine Stock
Exchange since 2014 and is controlled by two entities that own a
combined 70% majority stake: Injap Investments Inc., which is a
private family holding company led by Filipino Entrepreneur Edgar
"Injap" Sia II, who is also the Chairman of MerryMart Consumer
Corp, and Founder of Mang Inasal, one of the largest QSR fast food
chains in the Philippines which is
now under Jollibee Foods Corp.; and Honeystar Holdings Corp., which
is a private family holding company led by Filipino Entrepreneur
Tony Tan Caktiong, who is also the Chairman and Founder of the
global QSR fast food chain Jollibee Foods Corp. Jollibee is the
largest fast food QSR company in the
Philippines and one of the largest globally through its
portfolio of food brands with over 6,000 branches worldwide.
Jollibee Foods Corp. currently has a market capitalization of over
US$4.6 billion.
---
About JVSPAC Acquisition Corporation
JVSPAC Acquisition Corporation is a blank check company
incorporated for the purpose of effecting a business combination
(Special Purpose Acquisition Company). Listed on the Nasdaq, JVSPAC
is led by Chairman and CEO Mr. Albert
Wong. Mr. Wong has over two decades of experience in
management, investment, marketing and capital markets with a focus
on capital raising, special situation advisory, portfolio and
project management, and execution. Since 2010, Mr. Wong has been
the CEO and Director of Kingsway Group Holdings, a distribution
conglomerate with luxury products ranging from yachts, automotive
and prestige lifestyle solutions. Kingsway is the sole distributor
of Lamborghini in Hong Kong,
Macau and Guangzhou. Kingsway is also the sole
distributor of Koenigsegg Automotive, Rimac Automobili and Bugatti
Automobiles for China (including
Hong Kong and Macau). In addition, Kingsway works with Tesla
Inc in the aftersales servicing business. Mr. Wong is also
co-founder of JVSakk Group and has been its Executive Director
since 2010. JVSakk is a Hong
Kong-based financial firm providing services in securities
brokerage, asset, and fund management. They are also a licensed
insurance broker and real estate agency in Hong Kong. Mr. Wong is responsible for
overseeing growth, strategy, and investment decisions, and as of
the end of 2022, JVSakk has approximately HK$6 billion in assets under management. Since
2014, Mr. Wong has been a member of the Advisory and Operating
Committee of Isola Capital Group, an asset management and family
office platform servicing shareholders and investors to access
proprietary investment opportunities and asset management
solutions.
---
Learn more at: www.hotel101global.com
---
Advisors
Merdeka Corporate Finance Limited is serving as financial
advisor and Milbank (Hong Kong)
LLP is serving as legal counsel to Hotel101 Global Pte. Ltd. Loeb
& Loeb LLP is serving as U.S. legal advisor to JVSPAC
Acquisition Corporation and DaHui Lawyers is serving as transaction
counsel to JVSPAC Acquisition Corporation.
Additional information about the proposed transaction, including
a copy of the business combination agreement, will be available on
a Current Report on Form 8-K, to be filed by JVSPAC Acquisition
Corporation with the Securities and Exchange Commission ("SEC") and
available at www.sec.gov. In connection with the proposed
transaction, JVSPAC and PubCo intend to jointly file the
Registration Statement, which will include a proxy statement and a
prospectus, with the SEC.
*
Forward Looking Statements
This press release includes "forward-looking statements" 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 equity value of the combined company,
Hotel101'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 Transaction, JVSPAC's and
Hotel101's ability to consummate the Transaction, and expectations
related to the terms and timing of the Transaction, as applicable.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of JVSPAC's and Hotel101'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. These forward-looking
statements are subject to a number of risks and uncertainties,
including the ability of JVSPAC and Hotel101 to successfully or
timely consummate the proposed Transaction, 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
Transaction or approval of the shareholders of JVSPAC or Hotel101;
failure to realize the anticipated benefits of the proposed
Transaction; 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'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 Transaction; the impact of the COVID-19 pandemic on Hotel101'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
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 presently knows
or that JVSPAC and Hotel101 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's expectations, plans or
forecasts of future events and views as of the date of this press
release. JVSPAC and Hotel101 anticipate that subsequent events and
developments will cause JVSPAC's and Hotel101's assessments to
change. However, while JVSPAC and Hotel101 may elect to update
these forward-looking statements at some point in the future,
JVSPAC and Hotel101 specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing JVSPAC's and Hotel101's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information About the Proposed Transaction and
Where to Find It
The proposed Transaction 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 preliminary and
definitive proxy statements to be distributed to JVSPAC's
shareholders in connection with JVSPAC's solicitation for proxies
for the vote by JVSPAC's shareholders in connection with the
proposed Transaction 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's shareholders in
connection with the completion of the proposed Transaction. 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 Transaction. 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 Transaction, because these documents will contain
important information about JVSPAC, Hotel101 and the proposed
Transaction. 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 Transaction 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.
Participants in the Solicitation
JVSPAC, DoubleDragon Corporation, Hotel101, 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 Transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of JVSPAC's shareholders in connection with the
proposed Transaction will be set forth in the proxy
statement/prospectus to be filed with the SEC in connection with
the Transaction. 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.
No Offer or Solicitation
This press release 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.
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