JVSPAC Acquisition Corp.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item. However, in addition to the risk factors disclosed in our prospectus filed with the SEC on January 19, 2024, we have identified the below-listed additional risk factors. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition:

Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a going concern.

As of December 31, 20234, the Company had no cash of $809,301 and a working capital deficit of $484,015,647. Further, we have incurred and expect to continue to incur significant costs as a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with our initial business combination activities. Managements plans to address any need for additional capital are discussed in Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. We cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements contained elsewhere in this Form 10-K do not include any adjustments that might result from our inability to continue as a going concern.

If we were considered to be a foreign person, we might not We may not be able to complete an initial business combination with a U.S. target company ifsince such initial business combination is may be subject to U.S. foreign investment regulations orand review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our sSponsor is controlled by or has substantial ties with non-U.S. persons domicil, Winky Investments Limited, is a limited liability company incorporated outside the U.S. Acquisitionsin British Virgin Islands, and investmentss 100% owned by nAlbert Wong, a non-U.S. persons in certain U.S. businesses may be subject to rules or regulati. We are therefore likely cons that limit idered a foreign ownpership. CFIUS is an interagency committee authorized to review certain transacton under the regulations involving investmentsadministered by foreign persons in U.S. businesses that have a nexusCFIUS and will continue to critical technologies, criticalbe considered as such infrastruc the future and/for sensitive personal data in order to determine the effect of such transactions on o long as our Sponsor has the national securability of the U.S. Were we to exercise considered to be atrol over us foreign person under such rul purposes and of CFIUSs regulations. As such, any proposed initial business combination between us and a with a U.S. business engaged in a regulated industry ormay be subject to CFIUS review, the scope of which may affect national security coulwas expanded be subject to such fy the Foreign ownership restrictions, CFIUS rInvestment Risk Review and/or mandatory filings.

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If our potential initial business combination with a Modernization Act of 2018 (FIRRMA), to include certain non-passive, non-controlling investments in sensitive U.S. business falls withes and certain the scopeacquisitions of foreign ownership restrictions, we may not be able to consummate anreal estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now initial business combination with such business. In addition, i force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUSs jurisdiction, we may be redetermine that we are required to make a mandatory filing or determine to that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded wwithout first obtaining CFIUS clearance. The potential limitations and risks ma, which may limit the attractiveness of a transaction with us oor prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

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Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our units and Founder Shares will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.