JAB Acquisition I

The filing provides the most current and complete picture of the SPAC's terms, including the trust structure, redemption mechanics, extension provisions, sponsor compensation, and risk factors. It is the document that will be used to market the IPO to investors and is essential for understanding the potential risks and mechanics of the investment.

This filing is the foundational IPO document for JAB Acquisition Corp I. It establishes all key SPAC mechanics for investors: the redemption process (tender offer or shareholder vote), the $10.00 trust value, extension terms, sponsor economics ($0.002/share cost vs. $10.00 public price), and the stated acquisition focus on technology, healthcare, and logistics businesses with enterprise values of $150 million or greater. The 35% founder stake and nominal sponsor cost signal significant potential dilution for public shareholders upon a business combination.

What changed: A Joint Filing Agreement (Exhibit 99.1) accompanying a Schedule 13G, wherein Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman agree to submit a single SEC statement on behalf of all four parties pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. This routine compliance exhibit introduces no changes to JAB Acquisition Corp I’s mechanics. It formally links four affiliated entities and individuals into one reporting bloc for their beneficial ownership positions as of June 30, 2026, with Hayley Stein designated as the attorney-in-fact to execute the filings on August 13, 2026. No adjustments to the redemption window, trust accounting, extension mechanisms, target search timeline, or sponsor governance are disclosed or triggered by this text. Why it matters: For investors monitoring the redemption calendar and trust trajectory, this document provides zero procedural leverage—it does not amend the applicable liquidation deadline, nor does it touch per-share trust balances or warrant exercise structures referenced in tracking dashboards. Its utility lies in portfolio transparency: it clarifies that Magnetar-network participants are consolidating their Section 13(d) reporting rather than acting independently, meaning any future aggregate stake disclosures, market activity, or board nominations will reflect the combined position of all four signatories. As a purely administrative boilerplate governing how ownership data is presented to the SEC, it does not signal deal acceleration, capital deployment, or shareholder rights shifts.

What changed: Schedule 13G beneficial ownership report, classified as a routine compliance exhibit. The filing identifies Decagon Asset Management LLP and Benjamin John Durham as current beneficial owners of JAB common stock. It introduces no changes to the reported $10.02 trust per share, the 2027-06-11 redemption deadline, any extension proposals, target deal progress, or sponsor conduct. Why it matters: Because the document solely registers existing equity positions without invoking corporate events, trust adjustments, or timeline shifts, it leaves all investor-tracking mechanics—redemption windows, trust account performance, acquisition momentum, and sponsor behavior—completely unaltered. The filing contains no operational claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A routine compliance exhibit—a Limited Power of Attorney attached as Exhibit A to a Schedule 13G filing—whereby Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC authorize Takahiro Katsura to execute Form 13G submissions on their behalf. According to the filing’s text, signed executives Shuji Matsuura and Adam Hopkins delegated SEC signatory authority for routine exchange act reporting. The document reports no adjustments to JAB Acquisition I’s redemption window, trust balance mechanics, extension timeline, target deal progress, or sponsor conduct. Why it matters: Attested solely by Mizuho’s corporate governance officers, this administrative proxy carries no commercial, strategic, or structural impact on the SPAC. It discloses no customer concentrations, revenue streams, market sizing claims, technology deployments, partnership frameworks, litigation exposures, or personnel transitions that would influence investor calculus on redemptions, trust preservation, or acquisition approval.

What changed: A Joint Filing Agreement. The document does not modify redemption deadlines, trust value per share, extension procedures, business combination status, or sponsor conduct. Feis Equities LLC and Lawrence M. Feis execute this routine compliance exhibit to jointly file a Schedule 13G statement and any subsequent Schedule 13D amendments concerning Class A ordinary shares of JAB Acquisition Corp I, referencing a previously submitted statement dated August 7, 2026. Why it matters: It consolidates future regulatory disclosure responsibilities for the two signatories into a single filer pathway under Rule 13d-1(k), affecting how the Commission tracks their combined or separate beneficial ownership. The filing introduces no operational shifts to the trust account, public offering mechanics, or target acquisition timeline, and contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: A Form 8-K current report and accompanying press release. JAB Acquisition Corp I announced that holders of the 17,250,000 units sold in the IPO may elect to separately trade the Class A ordinary shares, rights, and warrants commencing August 5, 2026. The filing notes that each unit contains one Class A ordinary share, one right to receive one-fourth (1/4) of a share, and one redeemable warrant exercisable at $11.50 per share. Separated components will trade under symbols JAB, JABRR, and JABRW, while unseparated units remain JABRU. Execution requires brokers to contact transfer agent Continental Stock Transfer & Trust Company, yielding no fractional warrants, rights, or shares. Why it matters: This routine mechanical milestone expands liquidity options for public shareholders by unbundling the unit structure into tradable equity and derivative instruments without altering the entity's incorporation jurisdiction, reporting status, or deal search trajectory. The document additionally identifies D. Boral Capital LLC as the sole book-running manager, confirms the Form S-1 registration statement was declared effective on June 9, 2026, and attributes the announcement to Chairman and Chief Executive Officer Joshua Jagid.

What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026, filed by JAB Acquisition Corp I, a blank-check company still searching for a business combination target. This is JAB Acquisition Corp I’s first 10-Q since its IPO on June 11, 2026. The report covers only the pre-IPO stub period from inception (March 10, 2026) through March 31, 2026, so it contains no trust-account activity, no redemption activity, and no deal announcement. The IPO and private placement (17,250,000 units at $10.00, plus 260,000 private units — total gross proceeds of $175,100,000) are reported as subsequent events. Key financials as of March 31: $50,230 in prepaid expenses, $48,895 in related-party promissory note, $1,335 in shareholders’ equity (deficit from $23,665 in formation costs). As of the filing date (July 23, 2026), 18,345,000 Class A shares and 9,857,143 Class B shares outstanding. Management discloses a material weakness in internal controls (lack of segregation of duties, limited personnel). The sponsor’s promissory note was repaid at IPO. The SPAC has until June 11, 2027 to complete a deal, with two possible three-month extensions at $0.10 per share each. No target identified or letter of intent announced. Why it matters: This filing is the foundational baseline for JAB Acquisition Corp I. It confirms the trust structure (initial $10.00 per share), the sponsor’s founder shares (9,857,143 Class B shares, representing ~35% of post-IPO shares, none forfeited), and the warrant/right terms (each Unit: one share, one warrant at $11.50, one right to receive 1/4 share at deal). It also documents that the sponsor purchased 260,000 private units ($2.6 million) alongside the IPO, and that the sponsor held $811,381 of IPO proceeds outside trust (now transferred). The going-concern disclosure is standard for pre-deal SPACs. There is no litigation, no redemption demand data, and no change in trust value beyond the initial $10.00. The filing is otherwise a routine compliance exhibit that provides no new forward-looking deal information.

What changed: A Joint Filing Agreement (Exhibit 99.2), which operates as a routine compliance exhibit authorizing coordinated submission of a single Statement on Schedule 13G regarding Class A ordinary shares of JAB Acquisition I Corp. Per the agreement dated June 17, 2026, Feis Equities LLC and Lawrence M. Feis stipulated that they will file their Schedule 13G statement on behalf of each other pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, expressly covering any future amendments including Schedule 13D filings. This administrative coordination does not modify redemption windows, trust share balances, extension triggers, business combination milestones, or sponsor governance directives. Why it matters: Because Feis Equities LLC and Lawrence M. Feis explicitly restricted the document to regulatory filing logistics, it contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors tracking capital structure and timeline mechanics, the agreement confirms shared beneficial ownership reporting duties without altering voting power, conversion rights, or the operational cadence required to resolve the SEARCHING stage.

What changed: A Form 8-K Current Report (Items 8.01 and 9.01) filed on June 17, 2026, which formally announces the consummation of JAB Acquisition Corp I’s initial public offering on June 11, 2026, and includes the inaugural audited balance sheet, a PCAOB audit report, and comprehensive notes to the financial statements rather than a merger agreement, resignation, interview transcript, routine compliance exhibit, investor presentation, or lawsuit. Per the Company’s disclosures, the IPO closed on June 11, 2026, with the issuance and sale of 17,250,000 Units (including 2,250,000 Units from the fully exercised over-allotment option) at $10.00 per Unit, yielding gross proceeds of $172,500,000. Simultaneously, management states the Company completed a private placement of 260,000 Private Units to JAB Acquisition Sponsor I, LLC at $10.00 per Unit for $2,600,000. The filing confirms that $10.00 per Unit sold, inclusive of private placement proceeds, is deposited into a Trust Account, with the audited balance sheet reflecting exactly $172,500,000 in Cash held in Trust Account as of June 11, 2026. The documentation establishes a strict 12-month Combination Period ending June 11, 2027, with management noting the Board may extend this window for up to two additional three-month periods by mandatorily depositing $0.010 per share into the Trust Fund for each period. Should no Business Combination occur within this timeframe, the Company states there will be a mandatory liquidation, triggering a cash redemption of 100% of Public Shares calculated using the exact aggregate Trust Account balance divided by outstanding Public Shares, net of Permitted Withdrawals capped at $100,000 for dissolution expenses. The Sponsor waives all redemption rights to Founder Shares and Public Shares, and has agreed to indemnify the Trust Account against third-party claims to preserve funds at the lesser of $10.00 per Public Share or the actual per-share trust balance, though management expressly notes it cannot verify the Sponsor’s capacity to fulfill these indemnities. Each Unit carries one Redeemable Warrant exercisable at $11.50 per share and one Right granting entitlement to one-fourth of a Class A Ordinary Share post-combination, with 17,510,000 total warrants outstanding as of closing. Regarding other substance, management states the Company’s business plan targets high potential U.S.-based businesses and explicitly discloses that zero operating revenues will be generated until an initial Business Combination closes. As of the reporting date, the Company had commenced no operations, incurred transaction costs totaling $3,396,791 (breakdown: $1,000,000 underwriter fees, $1,240,000 fair value of representative shares, $1,156,791 other offering costs), and distributed 95,000 Class A Ordinary Shares to three independent directors valued by management at $117,800, subject to lock-up provisions deferring expense recognition until a Business Combination is deemed probable. MaloneBailey, LLP (PCAOB ID#206) independently reports that these operational uncertainties and the fixed liquidation deadline raise substantial doubt about the Company’s ability to continue as a going concern. Why it matters: This filing permanently anchors the redemption pool at $172,500,000, establishing the definitive base metric for per-share payout calculations and eliminating pre-IPO settlement ambiguities. The codified 12-month deadline coupled with the transparent $0.010 per share extension mechanic forces investors to model the exact capital dilution impact of any future vote-to-extend against the probability of a announced target. The sponsor’s explicit redemption waivers, combined with the unconditional $10,000 monthly administrative fee and available Working Capital Loan conversion pathway, structurally align sponsor economics with long-term value creation while ring-fencing public capital from operational burn during the discovery phase. Finally, the auditor’s unqualified opinion paired with the mandatory Going Concern disclaimer legally quantifies the binary risk profile, compelling tracked investors to monitor extension trigger events, trust interest accrual rates, and target confidentiality filings as primary valuation drivers ahead of the June 11, 2027 liquidation horizon.

What changed: SEC Schedule 13G beneficial ownership report listing affiliated reporting entities. The filing registers five affiliated entities—Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, and Sculptor Capital Management, Inc.—as jointly reporting their beneficial ownership stake in JAB Acquisition I common stock. The text provides no updates to the June 11, 2027 redemption deadline, the $10.02 per share trust balance, extension procedures, business combination search activity, or sponsor management conduct. Why it matters: While the exhibit contains no operational disclosures, financial projections, or strategic commentary, the explicit aggregation of holdings across multiple Sculptor Capital vehicles clarifies how voting and investment power is legally structured. For investors tracking redemption calendars and potential large-holder behavior ahead of a future merger vote, this disclosure signals coordinated institutional positioning rather than dispersed retail or passive flows. The filing itself advances no claims about target sectors, market size, partnership pipelines, litigation exposure, or personnel appointments; any strategic direction remains entirely attributable to the sponsor, not to the reporting holders.

What changed: Current Report on Form 8-K announcing the closing of the initial public offering (IPO) of JAB Acquisition Corp I, including the full exercise of the underwriters' over-allotment option, and the entry into various definitive agreements (underwriting, trust, warrant, rights, letter, private placement, registration rights, indemnity, administrative services). This 8-K reports the consummation of the IPO on June 11, 2026, with the sale of 17,250,000 units at $10.00 per unit (including the over-allotment), generating gross proceeds of $172,500,000, all of which was deposited into the trust account. The SPAC also completed a private placement of 260,000 units to the sponsor for $2,600,000. The amended and restated memorandum and articles of association were adopted, and three independent directors (Luisa Ingargiola, Kyle Miller, David Pfeffer) were appointed. The trust per share is $10.00. The deadline to complete a business combination is 12 months from closing (June 11, 2027), subject to two possible 3-month extensions by the sponsor. Sponsor and insiders agreed to lock-up, vote in favor of a business combination, and waive redemption rights on founder shares and private placement securities. Why it matters: This filing establishes the SPAC's capital structure, trust value, and deadline for a business combination. Investors need to track the trust per share ($10.00), the deadline (initially June 11, 2027), and the terms of sponsor/insider commitments. It confirms the SPAC is now public and searching for a target. No business combination target is identified, and no deal terms are provided.