[SCHEDULE 13G/A] JVSPAC Acquisition Corp. Unit SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured Autocallable Barrier Securities (Medium-Term Senior Notes, Series N) linked to the worst performer of three U.S. equity indices: the Dow Jones Industrial Average, the Russell 2000 Index and the S&P 500 Index. The $1,000-denominated notes price on 24 Jul 2025, settle on 29 Jul 2025 and mature on 29 Jul 2030 unless redeemed earlier.

Key structural terms:

• Autocall feature: 16 quarterly valuation dates (Jul-26 to Apr-30). If the worst-performing index closes at or above 90 % of its initial level, the notes are redeemed at par plus a fixed premium that starts at 6.80 % and steps up to 32.30 %.
• Upside at maturity: If not called and the worst performer ends above its initial level, investors participate 100 % in that appreciation.
• Contingent protection: Full principal repayment if the final level of the worst performer is between 70 % and 100 % of its initial value.
• Downside risk: Below the 70 % final barrier, repayment is reduced 1-for-1 with index decline, exposing investors to up to 100 % capital loss.
• No coupons; dividends on the indices are forgone.

Economics & costs: Issue price is $1,000; estimated value on pricing date is projected at ≥ $904.50, reflecting structuring costs, a variable underwriting fee of up to $37.50 (3.75 %) and dealer hedging gains. Notes will not be exchange-listed; secondary liquidity, if any, will be provided solely by CGMI on an uncommitted basis and will embed bid/ask spreads and a four-month post-issuance price adjustment.

Risk highlights (see PS-8 to PS-10): credit exposure to both Citigroup Global Markets Holdings Inc. and Citigroup Inc.; potential loss of entire investment; multi-underlying correlation risk; valuation dependent only on observation dates, increasing path-dependency; illiquidity; pricing/valuation conflicts, and uncertain U.S. tax treatment (pre-paid forward contract assumption; no Section 871(m) withholding expected prior to 2027).

Investor profile: Suitable only for sophisticated investors comfortable with equity index volatility, issuer credit risk, lack of income, and limited liquidity, and who seek enhanced return potential via periodic autocall premiums or 100 % upside participation, while accepting the possibility of significant downside.

Positive

• Step-up autocall premiums from 6.8 % to 32.3 % provide potential double-digit annualized returns if indices remain resilient.
• 100 % upside participation at maturity offers uncapped exposure to equity appreciation of the worst performer.
• 30 % contingent buffer (70 % final barrier) affords partial downside protection versus direct index investment.
• Full guarantee by Citigroup Inc. adds high-grade credit backing compared with non-bank issuers.

Negative

• Principal at risk: below the 70 % barrier investors lose capital 1-for-1, up to total loss.
• No interest or dividends during the five-year term, reducing carry relative to conventional bonds or index ETFs.
• Worst-of design magnifies correlation risk; a single index underperformance can negate gains in the others.
• Estimated value 9-10 % below issue price highlights immediate economic drag from fees and hedging costs.
• Illiquidity: unlisted notes with issuer-controlled secondary market and four-month price adjustment.
• Complex and uncertain tax treatment; prepaid forward characterization may be challenged by the IRS.

Insights

Structured Products Analyst

TL;DR Highly engineered note offers step-up autocall coupons and 30 % downside buffer but carries full equity and issuer risk, making impact investor-specific and neutral for Citi.

Assessment: The terms are conventional for U.S. retail structured products. The ascending premium schedule (6.8 %–32.3 %) is competitive versus current 5-year autocallers, yet investors surrender dividends and face 90 % trigger for early redemption. The 70 % barrier provides only a modest cushion given ~20 % average peak-to-trough index drawdowns. Estimated value (≈ 90.5 % of par) implies ~950 bp total structuring cost—standard but material. From Citigroup’s standpoint, issuance size is small, generating fee income and cheap term funding; immaterial to group earnings. For purchasers, the product is attractive only if they have a moderately bullish five-year view with volatility containment within the 30 % buffer.

Risk Analyst

TL;DR Multi-index worst-of payoff introduces correlation drag; low liquidity and credit exposure mean risk profile skews negative despite conditional protection.

Key risks: 1) Worst-of structure ensures one index underperformance dominates; 2) barrier observed solely at maturity, exposing investors to gap risk; 3) no interest payments reduce carry, making time decay costly; 4) secondary market relies on issuer, with a built-in four-month premium decay. Credit risk is non-trivial: investors are unsecured creditors of Citigroup Global Markets Holdings Inc. and Citi. Tax: prepaid forward characterization untested; future IRS action could alter after-tax returns. Overall, risk-adjusted reward appears limited for most retail investors.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

JVSPAC Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G5212E105

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G5212E105

1

Names of Reporting Persons

First Trust Capital Management L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G5212E105

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G5212E105

1

Names of Reporting Persons

FTCS Sub GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: JVSPAC Acquisition Corp.
(b)	Address of issuer's principal executive offices: 20 CECIL STREET #04-03, PLUS BUILDING, SINGAPORE, Singapore, 049705
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and First Trust Merger Arbitrage Fund, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940, and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (2) FTCS, a Delaware limited partnership and control person of FTCM. (3) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(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 investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of JVSPAC Acquisition Corp. ("the Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 FTCM, FTCS and Sub GP collectively owned 0 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: FTCM, FTCS and Sub GP: 0.00
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: FTCM, FTCS and Sub GP: 0.00
	(ii) Shared power to vote or to direct the vote: FTCM, FTCS and Sub GP: 0.00
	(iii) Sole power to dispose or to direct the disposition of: FTCM, FTCS and Sub GP: 0.00
	(iv) Shared power to dispose or to direct the disposition of: FTCM, FTCS and Sub GP: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chad Eisenberg/Chief Operating Officer
Date:	07/08/2025

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chad Eisenberg/Chief Operating Officer
Date:	07/08/2025

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chad Eisenberg/Chief Operating Officer
Date:	07/08/2025

Exhibit Information

Exhibit I: Joint Filing Agreement

FAQ

What indices are the Citigroup Autocallable Barrier Securities linked to (symbol C)?

The notes reference the Dow Jones Industrial Average, Russell 2000 Index and S&P 500 Index; payoff depends on the worst performer.

How does the autocall feature work on these Citigroup 424B2 notes?

If on any of 16 scheduled dates the worst index closes ≥ 90 % of its initial level, the note is redeemed early at par plus a preset premium.

What downside protection do investors have in the Citigroup barrier securities?

At maturity, full principal is repaid only if the worst index is ≥ 70 % of its initial level; below that, losses match the decline.

What is the estimated value versus issue price of the Citigroup notes?

Citigroup estimates the value at issuance will be at least $904.50 per $1,000 note, reflecting structuring and hedging costs.

Will the Citigroup Autocallable Securities pay interest or dividends?

No. The notes do not pay periodic coupons and investors forgo any dividends distributed by the underlying indices.

Are these Citigroup notes listed on an exchange?

No. They are not exchange-listed; any secondary trading depends solely on Citigroup Global Markets Inc.’s discretionary market-making.