Assignment, Assumption and Amendment Agreement among JVSPAC Acquisition Corp., Hotel101 Global Holdings Corp., and Winky Investments Limited (June 30, 2025)

Exhibit 10.1

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated June 30, 2025, is made by and among JVSPAC Acquisition Corp., a British Virgin Islands business company (the “Company”), Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”), and Winky Investments Limited, a British Virgin Islands business company (the “Sponsor”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 3.2 of this Agreement, a “Holder” and collectively, the “Holders”) and amends certain Registration Rights Agreement (the “Existing Registration Rights Agreement”), dated January 18, 2024, by and among the Company and the original Holders. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Registration Rights Agreement.

WHEREAS, the Company, PubCo, the Sponsor, Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Global”), Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and together with Hotel101 Global, the “Target Parties”), DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. (“DoubleDragon”), DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Worldwide”, and together with DDPC and DoubleDragon, the “Principal Shareholders”), HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), and HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”) entered into an agreement and plan of merger, dated as of April 8, 2024 (as amended on September 3, 2024, and as it may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”).

WHEREAS, pursuant to the Merger Agreement, (i) Hotel101 Global and will amalgamate and continue as one company (the “Amalgamation”), with Hotel101 Global being the surviving entity and becoming a wholly-owned subsidiary of PubCo, and (ii)  Merger Sub 2 will merge with and into the Company (the “SPAC Merger” and, together with the Amalgamation, the “Transactions”), with the Company being the surviving entity and becoming a wholly-owned subsidiary of PubCo, and as a result of the Transactions, the holders of ordinary shares of Hotel101 Global and the holders of common stock of the Company will become holders of ordinary shares of PubCo (the “PubCo Ordinary Shares”).

WHEREAS, in connection with the Transactions, the Company desires to assign all of its right, title and interest in the Existing Registration Rights Agreement to PubCo and PubCo wishes to accept such assignment and assume all of the Company’s obligations under the Existing Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment, Assumption and Amendment Agreement to be duly executed as of the date first above written.

[Signature Page to Assignment, Assumption and Amendment Agreement]

[Signature Page to Assignment, Assumption and Amendment Agreement]

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