JAB Acquisition Corp I

8-K · ea0294564-8k_jab1.htm iXBRL

0002128739

 2026-06-11
 2026-06-11

 0002128739

 JAB:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember

 2026-06-11
 2026-06-11

 0002128739

 JAB:ClassOrdinarySharesParValue0.0001PerShareMember

 2026-06-11
 2026-06-11

 0002128739

 JAB:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareMember

 2026-06-11
 2026-06-11

 0002128739

 JAB:RightsToReceiveOnefourthThOfOneClassOrdinaryShareMember

 2026-06-11
 2026-06-11

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 Form  8-K

  

 Current Report

 Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

  

 June 11, 2026

 Date of Report (Date of earliest event reported)

  

 JAB Acquisition Corp I

 (Exact Name of Registrant as Specified in its Charter)

  

 Cayman Islands
  
 001-43341
  
 41-2462795

 (State or other jurisdiction

 of incorporation)

  

 (Commission File Number)

  

 (I.R.S. Employer

 Identification No.)

  

 270 Sylvan Avenue Suite 2230

 Englewood Cliffs , New Jersey

  
 07632

 (Address of Principal Executive Offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code:  ( 201 )  899-4470

  

 N/A

 (Former name or former address, if changed since
last report)

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
  
 JABRU
  
 The Nasdaq Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share
  
 JAB
  
 The Nasdaq Stock Market LLC

 Warrants, each whole warrant exercisable for one Class A ordinary share
  
 JABRW
  
 The Nasdaq Stock Market LLC

 Rights to receive one-fourth (¼th) of one Class A ordinary share
  
 JABRR
  
 The Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 Emerging growth company  ☒

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

  

  

  

  

  

  

 Item 1.01. Entry into a Material Definitive Agreement.

  

 On June 11, 2026 (the
“Closing”), JAB Acquisition Corp I (the “Company”) consummated its initial public offering
(“IPO”), which consisted of 17,250,000 units, including 2,250,000 units (the “Units”) available pursuant to
the exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value
(“Class A Ordinary Share”), one redeemable warrant of the Company (each, a “Warrant”), with each whole
Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one
right of the Company (each, a “Right”) to receive one-fourth (¼th) of one Class A Ordinary Share upon the
consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $172,500,000. D. Boral Capital LLC, as representative of the underwriters (“DBC”) was granted a 45-day
option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any. This
option was exercised in full by DBC on the date of the Closing and all of the 2,250,000 units were purchased at Closing.

  

 In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form
S-1, File No. 333-296035, as amended (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission:

  

  
 ●
 Underwriting Agreement, dated June 9, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters (“DBC”), a copy of which is attached as Exhibit 1.1 hereto;

  
  
  

  
 ●
 Warrant Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;

  
  
  

  
 ●
 Rights Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference;

  
  
  

  
 ●
 Letter Agreement, dated June 9, 2026, by and among the Company, JAB Acquisition Sponsor I. LLC, a limited liability company formed in Delaware (the “Sponsor”), and the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference;

  
  
  

  
 ●
 Investment Management Trust Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;

  
  
  

  
 ●
 Registration Rights Agreement, dated as of June 9, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 to the Registration Statement and incorporated herein by reference;

  
  
  

  
 ●
 Private Placement Units Purchase Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;

  
  
  

  
 ●
 Indemnity Agreement, dated as of June 9, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; and

  
  
  

  
 ●
 Administrative Services Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

  

 As of June 11, 2026, of the net
proceeds from the total of $170,330,069.74 raised in the IPO and the of the net proceeds from the Private Placement (as defined
below) was deposited in a trust account established for the
benefit of the Company’s public shareholders. An audited balance sheet, reflecting receipt of the proceeds upon consummation
of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.

  

 1

  

  

 Item 3.02. Unregistered Sales of Equity
Securities.

  

 Simultaneously with the closing of the IPO, the
Company consummated a private placement (the “Private Placement”) of an aggregate of 260,000 units (the “Private Units”)
to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $2,600,000. Each Private Unit consists of one Class
A Ordinary Share, one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share
for $11.50 per share (subject to adjustment), and one right to receive one-fourth (¼ th ) of one Class A ordinary share
upon the consummation of an initial business combination. In connection with the partial exercise of the over-allotment option, no additional
Private Units were sold and no incremental underwriting expense was incurred.

  

 The Private Units are identical to the Units sold
in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally,
the Sponsor has agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances,
as described in the Registration Statement) until the completion of the Company’s initial business combination.

  

 The Private Units were issued pursuant to Section 4(a)(2)
of the Securities Act, in a transaction not involving a public offering. No underwriting commissions were paid in connection with the
Private Placement.

  

 Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 11, 2026, in connection with the
IPO, Luisa Ingargiola, Kyle Miller and David Pfeffer were appointed to the board of directors of the Company. Luisa Ingargiola, Kyle
Miller and David Pfeffer are independent directors. Additional information regarding, among other things, each individual’s
background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated
herein by reference.

  

 On June 11, 2026, in connection with their
appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the
Company filed, respectively, as Exhibits 10.1 and 10.5, herewith, respectively.

  

 Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

  

 Item 5.03. Amendments to Certificate
of Incorporation or Bylaws; Change in Fiscal Year.

  

 On June 9, 2026, and in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles
of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

  

 Item 8.01. Other Events.

  

 On June 10, 2026, the Company issued a press
release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

  

 On June 11, 2026, the Company issued a press
release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

  

 2

  

  

 Item 9.01. Financial Statements and Exhibits.

  

 Exhibit
 No.
  
 Description

 1.1
  
 Underwriting Agreement, dated June 9, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters

  
  
  

 3.1
  
 Amended and Restated Memorandum and Articles of Association

  
  
  

 4.1
  
 Warrant Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

  
  
  

 4.2
  
 Rights Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

  
  
  

 10.1
  
 Letter
 Agreement, dated June 11, 2026, by and among the Company, JAB Acquisition Sponsor I, LLC, the initial shareholders and the officers
 and directors of the Company

  
  
  

 10.2
  
 Investment Management Trust Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee

  
  
  

 10.3
  
 Registration Rights Agreement, dated as of June 9, 2026, by and among the Company and certain security holders of the Company

  
  
  

 10.4
  
 Private Units Subscription Agreement, dated June 9, 2026, by and between the Company and JAB Acquisition Sponsor I, LLC

  
  
  

 10.5
  
 Indemnity
 Agreement, dated as of June 11, 2026, by and between the Company and each of the officers and directors of the
 Company

  
  
  

 10.6
  
 Administrative Services Agreement, dated June 9, 2026, by and between the Company and JAB Acquisition Sponsor I, LLC

  
  
  

 99.1
  
 Press Release Dated June 9, 2026

  
  
  

 99.2
  
 Press Release Dated June 11,
 2026

  
  
  

 104
  
 The cover page from this
 Current Report on Form 8-K, formatted in Inline XBRL

  

 3

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 Dated: June 12, 2026

  

  
 JAB Acquisition Corp I

  
  
  

  
 By:
 /s/ Joshua Jagid

  
 Name: 
 Joshua Jagid

  
 Title:
 Chief Executive Officer

  

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