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                               September 26, 2023

       Albert Wong
       Chairman and Chief Executive Officer
       JVSPAC Acquisition Corp.
       G/F Hang Tak Building
       1 Electric Street
       Wan Chai, Hong Kong

                                                        Re: JVSPAC Acquisition
Corp.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted September
1, 2023
                                                            CIK No. 0001866001

       Dear Albert Wong:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              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 our comments apply 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 these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
confidentially on
       September 1, 2023

       Cover Page

   1.                                                   Please clearly disclose
on the cover page the disparate voting rights of the class B ordinary
                                                        shares, which will have
the right to elect all of our directors prior to your initial business
                                                        combination. In
addition, in light of the conversion feature, please explain procedure for
                                                        election of directors
if all class B ordinary shares are converted into class A ordinary
                                                        shares prior to the
initial business combination.
 Albert Wong
FirstName LastNameAlbert
JVSPAC Acquisition  Corp. Wong
Comapany 26,
September NameJVSPAC
              2023       Acquisition Corp.
September
Page 2    26, 2023 Page 2
FirstName LastName
2.       We note the disclosure on the cover page that "if our target company
is a PRC company,
         the combined company may face various legal and operational risks and
uncertainties
         after the business combination." Please revise the cover page and
throughout the
         prospectus to also disclose that you currently face these legal and
operational risks and
         uncertainties due to your location in Hong Kong. Your disclosure
should make clear
         whether these risks could result in a material change in your
operations, including your
         search for a target business, and/or the value of the securities you
are registering for sale
         or could significantly limit or completely hinder your ability to
offer or continue to offer
         securities to investors and cause the value of such securities to
significantly decline or be
         worthless. Your disclosure should address how recent statements and
regulatory actions
         by China   s government, such as those related to data security or
antimonopoly concerns,
         have or may impact the company   s ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange. Revise
throughout the
         prospectus.
Summary, page 2

3.       Provide a clear description of how cash is transferred through your
organization. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors.
4.       When discussing the prior SPAC transactions in your competitive
advantages section, and
         elsewhere as appropriate, please disclose the current trading price of
MMV. Please also
         discuss the conflicts of interest relating to the SPACs associated
with your officers and
         directors that are also still looking for a target business.
5.       We note the disclosure on page 19 regarding permitted purchases of
public shares by
         affiliates. We also note the risk factor disclosure on page 35
regarding such purchases,
         which states "the purpose of such purchases could be to vote such
shares in favor of the
         business combination" and the disclosure on page 106. It is unclear
how such purchases
         from public stockholders for the purpose of voting those shares in
favor of a proposed
         business combination would comply with the requirements of Rule 14e-5
under the
         Exchange Act. Please clarify. Refer to Tender Offer Rules and
Schedules Compliance and
         Disclosure Interpretation 166.01 for guidance.
6.       Disclose each permission or approval that you are required to obtain
from Chinese
         authorities to operate your business and to offer the securities being
registered to foreign
         investors. State whether you are covered by permissions requirements
from the China
         Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
         or any other governmental agency and state affirmatively whether you
have received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
 Albert Wong
FirstName LastNameAlbert
JVSPAC Acquisition  Corp. Wong
Comapany 26,
September NameJVSPAC
              2023       Acquisition Corp.
September
Page 3    26, 2023 Page 3
FirstName LastName
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
Summary
Manner of conducting redemptions, page 19

7.       We note your statement that your public shareholders will have the
opportunity to redeem
         their shares upon the completion of your business combination. Please
revise to clarify
         whether they will have this opportunity regardless of whether they
abstain, vote for, or
         against, the proposed transaction.
Summary Risk Factors, page 27

8.       Please limit the summary risk factors to two pages, as required by
Item 105(b) of
         Regulation S-K. In addition, please revise the summary risk factors on
page 30 to reflect
         their applicability of the current company, not just post business
combination company,
         due to your location in Hong Kong. Similarly revise the subheading on
page 64. Lastly,
         please include cross-references to the more detailed discussion of
these risks in the
         prospectus.
Risk Factors, page 33

9.       Please include a risk factor that describes the potential material
effect on your
         shareholders of the stock buyback excise tax enacted as part of the
Inflation Reduction
         Act in August 2022. If applicable, include in your disclosure that the
excise tax
         could reduce the trust account funds available to pay redemptions or
that are available to
         the combined company following a de-SPAC. Describe the risks of the
excise tax
         applying to redemptions in connection with:
             liquidations that are not implemented to fall within the meaning
of    complete
              liquidation    in Section 331 of the Internal Revenue Code;
             extensions, depending on the timing of the extension relative to
when the SPAC
              completes a de-SPAC or liquidates; and
             de-SPACs, depending on the structure of the de-SPAC transaction.

         Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their
         shares such that their redemptions would subject the SPAC to the stock
buyback excise
         tax, the remaining shareholders that did not elect to redeem may
economically bear the
         impact of the excise tax.
10.      Given the Chinese government   s significant oversight and discretion
over the search for a
         target company, please revise to highlight separately the risk that
the Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you are
registering. Also,
         given recent statements by the Chinese government indicating an intent
to exert more
         oversight and control over offerings that are conducted overseas
and/or foreign investment
 Albert Wong
FirstName LastNameAlbert
JVSPAC Acquisition  Corp. Wong
Comapany 26,
September NameJVSPAC
              2023       Acquisition Corp.
September
Page 4    26, 2023 Page 4
FirstName LastName
         in China-based issuers, acknowledge the risk that any such action
could significantly limit
         or completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
We may issue our shares to investors in connection with our initial business
combination at a
price..., page 55

11.      We note your disclosure that potential PIPE transactions are meant to
enable you to
         provide sufficient liquidity to the post-business combination entity.
Clearly disclose their
         impact to you and investors, including that the arrangements result in
costs particular to
         the de-SPAC process that would not be anticipated in a traditional
IPO. If true, disclose
         that the agreements are intended to ensure a return on investment to
the investor in return
         for funds facilitating the sponsor   s completion of the business
combination or providing
         sufficient liquidity.
The PRC government may intervene or influence the VIE's business operations,
page 66

12.      Please revise the disclosure on page 67 to to explain how this
oversight by the CAC
         impacts your search for a target company.
Enforceability of Civil Liabilities, page 83

13.      Please revise this section to address the enforcement risks related to
civil liabilities due to
         your sponsor and of your officers and directors being located in China
or Hong Kong. For
         example, revise to discuss more specifically the limitations on
investors being able to
         effect service of process and enforce civil liabilities in China, lack
of reciprocity and
         treaties, and cost and time constraints. Additionally, please identify
each officer and
         director located in China or Hong Kong and disclose that it will be
more difficult to
         enforce liabilities and enforce judgments on those individuals.
Capitalization , page 90

14.      You disclose elsewhere in your draft registration statement that
ordinary shares subject to
         redemption will be recorded at a redemption value and classified as
temporary equity
         upon the completion of the Proposed Public Offering. Please tell us
and amend to
         disclose how you will measure changes in the redemption value of
shares subject to
         possible redemption. Refer to ASC 480-10-S99-3A.
Proposed Business
Redemption of public shares and liquidation if no initial business combination,
page 108

15.      We note that if you are unable to consummate your initial business
combination within 12
         months from the closing of this offering, or within up to 18 months
from the closing of
         this offering if your sponsor extends the period, you will, as
promptly as reasonably
         possible "but not more than five business days thereafter," distribute
the aggregate amount
         then on deposit in the trust account. However, we previously noted
your statement of "not
 Albert Wong
JVSPAC Acquisition Corp.
September 26, 2023
Page 5
      more than ten business days thereafter" on page 11. Please reconcile.
General

16.   We note that the CSRC recently published Trial Measures that impose
certain filing
      requirements for direct and indirect overseas listings and offerings.
Please disclose how,
      if at all, the Trial Measures apply to this transaction, whether you and
relevant parties to
      this transaction have complied with your obligations under the Trial
Measures, and the
      risks to investors of non-compliance.
       You may contact Mark Rakip at 202-551-3573 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or Pam Howell at 202-551-3357 with any other
questions.



                                                             Sincerely,
FirstName LastNameAlbert Wong
                                                             Division of
Corporation Finance
Comapany NameJVSPAC Acquisition Corp.
                                                             Office of Real
Estate & Construction
September 26, 2023 Page 5
cc:       Giovanni Caruso, Esq.
FirstName LastName