JAB Acquisition Corp I (NASDAQ: JABRU) completes $172.5M IPO and trust funding

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

JAB Acquisition Corp I, a Cayman Islands-based blank check company, completed its initial public offering of 17,250,000 units at $10.00 per unit, raising gross proceeds of $172,500,000. Each unit includes one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fourth of a Class A share following a business combination.

The Sponsor purchased 260,000 private units at $10.00 each, generating $2,600,000. As of June 11, 2026, $170,330,069.74 from the IPO and private placement proceeds was placed in a trust account for public shareholders. The company also appointed three independent directors and adopted amended governing documents in connection with the IPO.

Insights

SPAC completes $172.5M IPO with trust funding and new governance in place.

JAB Acquisition Corp I has launched as a SPAC by selling 17,250,000 units at $10.00, including full exercise of the 2,250,000-unit over-allotment option, for total gross proceeds of $172,500,000. Each unit bundles equity, warrants, and rights tied to a future business combination.

The Sponsor added 260,000 private units for $2,600,000, and $170,330,069.74 was placed into a trust account for the benefit of public shareholders as of June 11, 2026. Independent directors were appointed and key agreements such as the Investment Management Trust Agreement and Registration Rights Agreement became effective, giving the vehicle the structural framework to pursue a qualifying transaction.

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO units sold: 17,250,000 units IPO price: $10.00 per unit IPO gross proceeds: $172,500,000 +5 more

8 metrics

IPO units sold 17,250,000 units Initial public offering including full 2,250,000-unit over-allotment

IPO price $10.00 per unit Offering price for JAB Acquisition Corp I units

IPO gross proceeds $172,500,000 Total gross proceeds from sale of 17,250,000 units

Private placement units 260,000 units Private Units purchased by Sponsor at $10.00 each

Private placement proceeds $2,600,000 Aggregate proceeds from sale of 260,000 Private Units

Trust funding $170,330,069.74 Net IPO and private placement proceeds deposited in trust as of June 11, 2026

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant

Right conversion ratio 1/4 Class A share Each right converts into one-fourth of a Class A share after a business combination

Key Terms

blank check company, over-allotment option, Private Placement, Investment Management Trust Agreement, +2 more

6 terms

blank check company financial

"JAB Acquisition Corp I is a blank check company incorporated and registered in the Cayman Islands"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

over-allotment option financial

"a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement financial

"the Company consummated a private placement (the “Private Placement”) of an aggregate of 260,000 units"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Investment Management Trust Agreement financial

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

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

Registration Rights Agreement financial

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

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

redeemable warrant financial

"one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 03:54 PM Accepted by SEC EDGAR 06/12/2026 - 05:11 PM

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.

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.

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

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

Exhibit 99.1

JAB Acquisition Corp I Announces Pricing of $150 Million Initial Public Offering

NEW YORK, June 9, 2026 /PRNewswire/ -- JAB Acquisition Corp I (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at an offering price of $10.00 per unit. Each unit is comprised of one Class A ordinary share, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share subject to certain adjustments, and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Company’s initial business combination.

The units are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “JABRU” beginning on June 10, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights are expected to trade on Nasdaq under the symbols “JAB,” “JABRW,” and “JABRR,” respectively.

D. Boral Capital LLC is acting as sole book-running manager for the offering.

The Company has granted the underwriter a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on June 11, 2026, subject to customary closing conditions.

A registration statement on Form S-1, as amended (File No. 333-296035) (the “Registration Statement”) relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by emailing dbccapitalmarkets@dboralcapital.com, or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About JAB Acquisition Corp I

JAB Acquisition Corp I is a blank check company incorporated and registered in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering, the anticipated use of the net proceeds and the search for an initial business combination. The forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. No assurance can be given that the net proceeds of the offering will be used as indicated or that the Company will consummate an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

JAB Acquisition Corp I

Joshua Jagid

Chairman and Chief Executive Officer

Phone: (332) 203-6124

Email: josh@jabllc.com

Exhibit 99.2

JAB Acquisition Corp I Announces Closing of $172,500,000 Initial Public Offering and Full Exercise of Underwriters’ Over-Allotment Option

NEW YORK, NY / ACCESS Newswire / June 11, 2026 / JAB Acquisition Corp I (the “Company”) today announced the closing of its initial public offering of 17,250,000 units at $10.00 per unit, which includes the exercise in full by the underwriters of their option to purchase an additional 2,250,000 units, with each unit consisting of one Class A ordinary share, one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per share subject to certain adjustments, and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Company’s initial business combination.

The units began to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “JABRU” on June 10, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares, warrants and rights will be traded on Nasdaq under the symbols “JAB,” “JABRW,” and “JABRR,” respectively.

D. Boral Capital LLC acted as sole book-running manager for the offering.

About JAB Acquisition Corp I

Forward-Looking Statements

Contact

JAB Acquisition Corp I

Joshua Jagid

Chairman and Chief Executive Officer

Phone: (332) 203-6124

Email: josh@jabllc.com

Source: View Original Filing on SEC EDGAR

FAQ

What did JAB Acquisition Corp I (JABRU) announce in this 8-K?

JAB Acquisition Corp I reported the completion of its initial public offering, selling 17,250,000 units at $10.00 each for gross proceeds of $172,500,000, and documented related agreements, trust funding, and board appointments tied to its SPAC structure.

How large is JAB Acquisition Corp I’s SPAC IPO and what does each unit include?

The IPO totals 17,250,000 units at $10.00 per unit, for $172,500,000 in gross proceeds. Each unit contains one Class A ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fourth of a Class A share after a business combination.

How much cash from the JABRU IPO was placed in the SPAC trust account?

As of June 11, 2026, JAB Acquisition Corp I placed $170,330,069.74 of net proceeds from its IPO and concurrent private placement into a trust account established for the benefit of its public shareholders, consistent with typical SPAC structures.

What is the size and structure of JAB Acquisition Corp I’s private placement units?

The Sponsor bought 260,000 private units at $10.00 each, raising $2,600,000. Each private unit mirrors the public units—one Class A share, one redeemable warrant at $11.50, and one right to one-fourth of a Class A share—subject to additional transfer restrictions and registration rights.

Who underwrote the JAB Acquisition Corp I IPO and was the over-allotment option used?

D. Boral Capital LLC acted as sole book-running manager, and the underwriters fully exercised their 45-day option to purchase an additional 2,250,000 units at the $10.00 offering price, bringing total units sold to 17,250,000 in the IPO.

What governance and board changes accompanied the JAB Acquisition Corp I IPO?

In connection with the IPO, JAB Acquisition Corp I adopted an Amended and Restated Memorandum and Articles of Association and appointed Luisa Ingargiola, Kyle Miller, and David Pfeffer as independent directors, each entering into letter and indemnity agreements with the company.

Filing Exhibits & Attachments

16 documents

JAB Acquisition Corp I (NASDAQ: JABRU) completes $172.5M IPO and trust funding

Rhea-AI Filing Summary

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