| Item 1. | |
| (a) | Name of issuer:
JVSPAC Acquisition Corp. |
| (b) | Address of issuer's principal executive
offices:
G/F HANG TAK BUILDING, 1 ELECTRIC STREET, WANCHAI, Hong Kong, 00000 |
| Item 2. | |
| (a) | Name of person filing:
Winky Investments Limited and Albert Wong (collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if
none, residence:
G/F Hang Tak Building, 1 Electric Street, Wan Chai, Hong Kong |
| (c) | Citizenship:
Winky Investments Limited is a British Virgin Islands company.
Albert Wong is a citizen of Hong Kong. |
| (d) | Title of class of securities:
Ordinary shares |
| (e) | CUSIP No.:
G5212E105 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024, the Reporting Persons may be deemed to beneficially own 1,677,500 of the Issuer's Class A and Class B Ordinary Shares. Winky Investments Limited is the record holder of the ordinary shares reported herein. Albert Wong is the sole director of Winky Investments Limited and has voting and investment discretion with respect to the securities held of record by Winky Investments Limited, and may be deemed the beneficial owner of the securities held by Winky Investments Limited. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. |
| (b) | Percent of class:
The 1,677,500 of the Issuer's Class A and Class B Ordinary Shares owned by the Reporting Persons constitute 21.8% of the total number of Class A and Class B Ordinary Shares issued and outstanding, assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities " in the Issuer's Registration Statement on Form S-1 (File No. 333-275176). The percentage of the total ordinary shares held is based on 6,248,750 Class A ordinary shares and 1,437,500 Class B ordinary shares issued and outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 8, 2024, assuming the conversion of all Class B Ordinary Shares. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Winky Investments Limited - 1,677,500;
Albert Wong - 1,677,500.
|
| | (ii) Shared power to vote or to direct the
vote:
Winky Investments Limited - 0;
Albert Wong - 0.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Winky Investments Limited - 1,677,500;
Albert Wong - 1,677,500.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Winky Investments Limited - 0;
Albert Wong - 0.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)