Exhibit 99.1
JAB
ACQUISITION CORP I
INDEX
TO FINANCIAL STATEMENT
| |
Page |
| Audited
Financial Statement of JAB Acquisition Corp I: |
|
| Report of Independent Registered Public Accounting Firm (PCAOB ID#206) |
F-2 |
| Balance Sheet as of June 11, 2026 |
F-3 |
| Notes to Financial Statement |
F-4 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
JAB
Acquisition Corp I
Opinion
on the Financial Statement
We
have audited the accompanying balance sheet of JAB Acquisition Corp I (the “Company”) as of June 11, 2026, and the related
notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of June 11, 2026, in conformity with accounting principles generally
accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1
to the financial statement, the Company’s business plan is dependent on the completion of a business combination within a prescribed
period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation
and subsequent dissolution raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to
these matters are described in Note 1. The financial statement does not include any adjustments that might result from the outcome of
this uncertainty.
Basis
for Opinion
This
financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/
MaloneBailey, LLP
www.malonebailey.com
We
have served as the Company’s auditor since 2026.
Houston,
Texas
June
17, 2026
JAB
ACQUISITION CORP I
BALANCE SHEET
| | |
June 11,
2026 | |
| ASSETS | |
| |
| Current Assets: | |
| |
| Due from Sponsor | |
$ | 811,381 | |
| Prepaid
Expenses | |
| 75,000 | |
| Total Current Assets | |
| 886,381 | |
| Cash
held in Trust Account | |
| 172,500,000 | |
| Total
Assets | |
$ | 173,386,381 | |
| | |
| | |
| LIABILITIES
AND SHAREHOLDERS’ EQUITY | |
| | |
| Current Liabilities: | |
| | |
| Accrued
offering costs | |
$ | 49,000 | |
| Total Current Liabilities | |
| 49,000 | |
| Deferred
underwriter commission | |
| 500,000 | |
| Total
Liabilities | |
| 549,000 | |
| | |
| | |
| Commitments
and contingencies (Note 6) | |
| | |
| | |
| | |
| Class A Ordinary Share, $0.0001
par value; 17,250,000 shares subject to possible redemption at $10.00 per share | |
| 172,500,000 | |
| | |
| | |
| Shareholders’
Equity: | |
| | |
| Preference shares, $0.0001
par value; 5,000,000 shares authorized; none issued and outstanding | |
| | |
| Class A ordinary shares,
$0.0001 par value, 500,000,000 shares authorized, 1,355,000 issued and outstanding | |
| 136 | |
| Class B ordinary shares,
$0.0001 par value, 50,000,000 shares authorized, 9,857,143 shares issued and outstanding | |
| 986 | |
| Additional paid-in capital | |
| 476,717 | |
| Accumulated
deficit | |
| (140,458 | ) |
| Total
Shareholders’ Equity | |
| 337,381 | |
| Total
Liabilities and Shareholders’ Equity | |
$ | 173,386,381 | |
The
accompanying notes are an integral part of this financial statement.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
JAB
Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 10,
2026. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (the “Business Combination”).
The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it
intends to focus our search on high potential businesses based in the United States. The Company is an early-stage and emerging
growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As
of June 11, 2026, the Company had not commenced any operations. All activity for the period from March 10, 2026 (inception)
through June 11, 2026, related to the Company’s formation and the initial public offering (“Initial Public Offering”),
which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial
Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
On
June 11, 2026, the Company consummated its Initial Public Offering of 17,250,000 units (the “Units” and, with
respect to the ordinary shares included in the Units being offered, the “Public Shares”), including 2,250,000 Units
issued pursuant to the exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $172,500,000 (the “Public Proceeds”).
Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of 260,000 Units (the “Private Units”)
at a price of $10.00 per Unit in a private placement to the Company’s sponsor, JAB Acquisition Sponsor I, LLC (the “Sponsor”) generating
gross proceeds to the Company of $2,600,000.
Transaction costs amounted to $3,396,791, consisting
of underwriter’s fees of $1,000,000, fair value of representative shares of $1,240,000 and $1,156,791 of other offering costs.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined
below) (excluding the amount of deferred underwriting commissions and Permitted Withdrawals on the interest income earned on the funds
held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business
Combination. Upon the closing of the Initial Public Offering, management has agreed that $10.00 per Unit sold in the Initial Public Offering,
including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (the “Trust Account”) and
invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing
solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the
Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust
Account to the Company’s shareholders, as described below.
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek
shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be
entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00
per Public Share, plus any pro rata interest then in the Trust Account), net of funds withdrawn to pay taxes, if any, and up to $100,000
of interest to pay dissolution expenses. (“Permitted Withdrawals”). There will be no redemption rights upon the completion
of a Business Combination with respect to the Private Shares. The Public Shares subject to redemption will be recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
If
the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the
Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed
by a majority of the holders of the Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”)
and the Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares,” and together with the Class A
ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the
Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or
stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company
will, pursuant to its amended and restated memorandum and articles of association (the “Articles”), conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares
(as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business
Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective
of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in
connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their
Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other
person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles
of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights
or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment.
If
the Company has not completed a Business Combination within 12 months from the closing of the Initial Public Offering (the
“Combination Period”) may extend the initial 12-month time period to consummate a Business Combination for no more than
two (2) three-month periods by depositing an additional $0.010 per share for each three-month period into the Trust Fund. If the
Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned and not previously released to pay the Permitted Withdrawals, if any
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,
which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in
each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants
or the Company’s rights, which will expire worthless if the Company fails to complete a Business Combination within the
Combination Period.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will
receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating
distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters
have agreed to waive its rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with
the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price per Unit ($10.00).
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the
Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as
of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust
assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will
it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations,
nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that the
Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy
those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s
initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not
be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection
with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.
Going
Concern Considerations
As
of June 11, 2026, the Company had $811,381 in Due from Sponsor and working capital of $837,381.
The Company has until 12 months from the date
of the Initial Public Offering to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business
Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent
dissolution.
Further, the Company has incurred and expects
to continue to incur significant costs in pursuit of a Business Combination. In connection with the Company’s assessment of going
concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties
about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial
doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination
within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a
formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful
within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt
about the Company’s ability to continue as a going concern within one year after the date that the financial statement is issued.
The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
Risks
and Uncertainties
Various
social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and
foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as
fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic
uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and the
rising conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a
business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions
or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and
other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and
the value of the Company’s securities. The financial statement does not include any adjustments that might result from the outcome
of this uncertainty.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statement is presented in accordance with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as
amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the
“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply
with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected
not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash or cash equivalents as of June 11, 2026.
Offering
costs
The Company complies with the requirements
of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.”
Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.
Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”
addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied
this guidance to allocate the Initial Public Offering proceeds from the Public Units between Class A ordinary shares, warrants and
rights, using the residual method by allocating the Initial Public Offering proceeds first to assigned value of the warrants and
rights and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible
redemption are charged to temporary equity, and offering costs allocated to the warrants and rights included in the Public Units and
Private Units are charged to shareholders’ equity as the warrants and rights, after management’s evaluation, are
accounted for under equity treatment.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of June 11, 2026. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair
Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the balance sheet, primarily due to their short-term nature.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1,
defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2,
defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3,
defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Cash
Held in Trust Account
As
of June 11, 2026, the Company had $172,500,000 in cash held in the Trust Account.
Derivative
Financial Instruments
The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,
“Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value
reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet
as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months
of the balance sheet date.
Warrant
Instruments
The
Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in
accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”) ASC Topic 815, “Derivatives
and Hedging.” Under ASC Topic 815-40, the Public Warrants (as defined below) and the Private Placement Warrants meet the criteria
for equity treatment and as such will be recorded in shareholder’s equity. If the Public Warrants and Private Placement Warrants
no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded
in the statement of operations.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Rights
The Company accounts for the Public Rights and
Private Placement Rights (as defined in Notes 3 and 4) issued in connection with the Initial Public Offering and the Private Placement,
in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Under ASC Topic 815-40, the Public
Rights (as defined below) and the Private Placement Rights meet the criteria for equity treatment and as such were recorded in shareholders’
equity. If the Public Rights and Private Placement Rights no longer meet the criteria for equity treatment, they will be recorded as a
liability and remeasured each period with changes recorded in the statement of operations.
Concentration
of credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 and cash held in the trust
with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit of
$250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial
condition.
Class
A Ordinary Shares Subject to Redemption
The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption
provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur
and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available)
and accumulated deficit. Accordingly, as of June 11, 2026, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
As
of June 11, 2026, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 172,500,000 | |
| Less: Proceeds allocated to public warrants | |
| (1,769,850 | ) |
| Less: Proceeds allocated to public rights | |
| (5,118,075 | ) |
| Less: Class A share issuance costs | |
| (3,251,527 | ) |
| Add: Remeasurement of carrying value to redemption value | |
| 10,139,082 | |
| Class A shares subject to possible redemption June 11, 2026 | |
$ | 172,500,000 | |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statement.
JAB ACQUISITION CORP I
Notes to Financial Statement
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of
one Class A ordinary share, one redeemable warrant (“Public Warrant”) and one right to receive one-fourth (1/4th) of
one Class A ordinary share (“Right’). Each Public Warrant will entitle the holder to purchase one Class A ordinary share
at a price of $11.50 per full share, subject to adjustment No fractional rights will be issued upon separation of the Units and only
whole rights will trade. (see Note 7).
NOTE
4 — PRIVATE PLACEMENT
Simultaneously with the closing of the
Initial Public Offering, the Company sold to the Sponsor 260,000 Private Placement Units at a price of $10.00 per Private Placement
Unit in a private placement. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the
Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption
of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units will expire worthless.
Each Unit consists of one Class A ordinary share, one redeemable warrant (“Private Warrant”) and one right to
receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination
(“Right”). Each Private Warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50
per full share, subject to adjustment (see Note 7). The Private Placement Units (including the Class A ordinary
shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days
after the completion of an initial Business Combination, subject to certain exceptions.
NOTE
5 — RELATED PARTIES
Founder
Shares
On
March 19, 2026, the Sponsor received 9,857,143 of the Company’s Class B ordinary shares (the “Founder Shares”)
in exchange for a payment of $25,000 to a vendor.
Up
to 1,285,714 Founder Shares held by the Sponsor are subject to forfeiture by the holders thereof depending on the extent to which the
underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent approximately
35% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As the underwriters’
over-allotment option was fully exercised, no shares were forfeited by the Sponsor.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
5 — RELATED PARTIES (cont.)
General
and Administrative Services
The
Company entered into an agreement, commencing on the first date on which the Company’s securities were listed on Nasdaq, to pay
the Sponsor or an affiliate thereof a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.
Unsecured
Promissory Note
The Sponsor has agreed to loan the Company up
to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the Initial Public Offering. These loans are
non-interest bearing, unsecured and are due on the earlier of September 19, 2027, or the consummation of the Initial Public Offering.
As of June 11, 2026, the loan was paid in full in connection with the Initial Public Offering and is no longer available.
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $600,000 of the notes may be converted into private
placement units of the post-business combination entity at the price of $10.00 per private placement unit. Such units would be identical
to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held
outside the Trust Account to repay the Working Capital Loans. As of June 11, 2026, there was no amount outstanding under the Working
Capital Loans.
Due
from Sponsor
As of June 11, 2026, the net proceeds from the
Initial Public Offering and private placement of $811,381 were deposited into the Sponsor bank account and recorded as due from Sponsor,
until such time Sponsor transfers the cash into the Company’s bank account.
Class A Ordinary Shares issued to Directors
Simultaneously with the closing of the Initial
Public Offering, the Company issued an aggregate of 95,000 Class A ordinary shares to the Company’s three independent directors.
The Company has estimated the fair value of the 95,000 Class A ordinary shares as $117,800 on the date of issuance. The fair value
was determined by applying a probability of business combination factor to the Initial Public Offering price. The shares are subject to
performance and lock-up provisions. As such, the Company will not recognize any expense until the Initial Business Combination is probable.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans, the Representative of the Underwriters’ (the
“Representative”) Shares (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants
issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant
to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company
to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The
holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant
to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to
effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released
from their applicable lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The Company granted the underwriters 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. Each Unit consists of one Ordinary Share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class A ordinary
share upon the consummation of an initial business combination. Each warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment. In connection with the Initial Public Offering the underwriter
exercised the option and purchased 2,250,000 additional Units.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
6 — COMMITMENTS AND CONTINGENCIES (cont.)
The Representative was paid a fixed cash underwriting
fee of $1,000,000 upon the closing of the Initial Public Offering.
The Representative received 1,000,000 Class A
ordinary shares upon the closing of the Initial Public Offering which were recorded at fair value as a deferred offering cost. The fair
value was determined by applying a probability of business combination factor to the Initial Public Offering price.
The underwriters are entitled to a deferred underwriting
commission equal to the lesser of (i) 7% of the funds available in the trust account following redemptions or (ii) $500,000. The deferred
underwriting commission is payable upon the consummation of the initial Business Combination.
NOTE
7 — SHAREHOLDERS’ EQUITY
Preferred
Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of June 11, 2026, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001
per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 11, 2026 there were 1,355,000
Class A ordinary shares issued or outstanding, excluding 17,250,000 Class A shares subject to possible redemption.
Class B
Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001
per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 11, 2026, there were 9,857,143
Class B ordinary shares issued and outstanding, up to 1,285,714 of which are subject to forfeiture by the Sponsor depending on the
extent to which the underwriters’ over-allotment option is exercised. As the underwriters’ over-allotment option was fully
exercised, no shares were forfeited by the Sponsor.
Only
holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination.
Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders
except as otherwise required by law. In connection with the Company’s initial Business Combination, it may enter into a shareholders
agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those in effect upon completion of this offering.
The Founder Shares are designated as Class B
ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary
shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if
the Company does not consummate an initial Business Combination) within the completion window (as defined)).
Rights
— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically
receive one-fourth (1/4) of one Class A ordinary share upon consummation of the initial Business Combination. The Company will not issue
fractional shares in connection with an exchange of rights. Fractional shares will be rounded down to the nearest whole share.
NOTE
8 — WARRANTS
There were 17,510,000 warrants outstanding as
of June 11, 2026. Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable
on the later of (a) the completion of our initial business combination or (b) 12 months from the closing of this offering.
The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no
obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those
Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid
exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be
obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration
is available.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
8 — WARRANTS (cont.)
The
Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to
have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of
the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price per Class A ordinary share Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per Public Warrant; |
| ● | upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
splits, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period
ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder
that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless
exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value.
The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A
ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent
to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair
market value” in such case.
The
Company has established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there
is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and
the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or
its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the
$18.00 redemption trigger price, as well as the $11.50 Public Warrant exercise price after the redemption notice is issued.
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
8 — WARRANTS (cont.)
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of its initial business combination at less than $9.20 per Class A ordinary share (with such issue
price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the
Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of
the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A
ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the
Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater
of the Market Value and the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering,
except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants
will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions.
NOTE
9 — SEGMENT INFORMATION
ASC
Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about
operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise
for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,
or group, in deciding how to allocate resources and assess performance.
The
Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the
operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company only has one operating segment.
When evaluating the Company’s performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics included in total assets:
| | |
As of
June 11,
2026 | |
| Due from Sponsor | |
$ | 811,381 | |
| Prepaid expenses | |
| 75,000 | |
| Cash held in Trust | |
| 172,500,000 | |
| Total Assets | |
$ | 173,386,381 | |
JAB
ACQUISITION CORP I
Notes to Financial Statement
NOTE
10 — FAIR VALUE MEASUREMENTS
The
fair value of the $172,500,000 cash held in trust is measured under Level 1 in the fair value hierarchy as of June 11, 2026.
The fair value of the Public and Private Warrants,
$5,118,075, is measured under Level 3 in the fair value hierarchy as of June 11, 2026. The fair value of Public Warrants was determined
using Black-Scholes Model. The Public Warrants have been classified within shareholders’ equity and will not require remeasurement
after issuance.
The
market assumptions used to determine fair value as follows:
| | |
As of
June 11,
2026 | |
| Term | |
| 5.0 years | |
| Dividends | |
| 0 | |
| Risk Free Rate | |
| 4.18 | % |
| Volatility | |
| 5.00 | % |
| Probability of an Initial Business Combination | |
| 12.40 | % |
The fair value of the Public and Private Rights,
$5,195,217, is measured under Level 3 in the fair value hierarchy as of June 11, 2026. The fair value of Public Warrants was determined
using Black-Scholes Model. The Public Warrants have been classified within shareholders’ equity and will not require remeasurement
after issuance.
The
market assumptions used to determine fair value as follows:
| | |
As of
June 11,
2026 | |
| Probability of an Initial Business Combination | |
| 12.40 | % |
NOTE
11 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial
statement were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statement.
F-16
