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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
Date of Report (Date of earliest event reported):
April 20, 2026
JATT II ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43237 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
Identification No.) |
153
Central Avenue
C/O 56
Westfield, NJ
07091
(Address of principal executive offices, including
zip code)
201-688-0364
(Registrant’s telephone number, including
area code)
Not Applicable
(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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| ordinary shares, par value $0.0001 per share |
|
JATT |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ 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 Material Definitive Agreement.
On April 20, 2026, JATT II
Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 6,000,000
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares were sold at a price of $10.00
per share, generating gross proceeds to the Company of $60,000,000. The underwriters for the IPO have a 45 day over-allotment option to
purchase up to an additional 900,000 Ordinary Shares at a price of $10.00 per share.
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. 333-294294) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on March 13, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated April 16, 2026, between the
Company and Guggenheim Securities, LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated April 16, 2026 (“Letter Agreement”), among the Company, the Company’s sponsor, JATT Ventures II L.P. (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated April 16, 2026, 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. |
| |
● |
A Registration Rights Agreement, dated April 16, 2026, among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Shares Purchase Agreement, dated April 16, 2026 (the “Private Placement Shares Purchase Agreement”), between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services and Indemnification Agreement, dated April 16, 2026, between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
Indemnity Agreements, each dated April 16, 2026 (each, an “Indemnity Agreement”), between the Company and each of its officers and directors, substantially in the form attached hereto as Exhibit 10.6. |
The material terms of such
agreements are fully described in the Company’s final prospectus, dated April 17, 2026, as filed with the Commission on April 17,
2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 300,000 Ordinary Shares
(the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating
gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Ordinary Shares sold in the IPO, except
that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions,
be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they are entitled to registration
rights.
In
addition, the Sponsor has agreed to waive its redemption rights with respect to the Private
Placement Shares in connection with (i) the consummation of the Company’s initial business combination, or (ii) a shareholder vote
to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or
timing of the Company’s obligation to redeem 100% of the Ordinary Shares sold in the IPO if the Company has not consummated a business
combination within 24 months of the closing of the IPO (or such other time period pursuant to an amendment to the Amended Charter (as
defined below)) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2026, in connection
with the IPO, Mr. Verender S. Badial, Mr. Christopher Staral, Dr. Dr. Arjun Goyal, and Dr. Jonathon Kluft (the “Directors”)
were appointed to the board of directors of the Company (the “Board”). The Directors are independent directors. Effective
April 16, 2026, the Directors were also appointed to the Board’s (i) Audit Committee, with Mr. Badial serving as chair of the Audit
Committee, (ii) Compensation Committee, with Dr. Kluft serving as chair of the Compensation Committee and (iii) Nominating and Corporate
Governance Committee, with Mr. Staral serving as chair of the Nominating and Corporate Governance Committee.
In connection with their appointments
to the Board, each Director entered into the Letter Agreement as well as an Indemnity Agreement with the Company.
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.
The foregoing descriptions
of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibits 10.1 and 10.6 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On April 16, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended Charter”)
with the Cayman Islands General Registry, effective the same day. The terms of the Amended Charter are set forth in the Registration Statement
on pages 142 to 144 and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $60,000,000 comprised
of the net proceeds from the IPO and the sale of the Private Placement Shares were placed in a U.S.-based trust account maintained by
Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account
that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the
trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business
combination, (ii) the redemption of the Ordinary Shares sold in the IPO (the “public shares”) if the Company is unable
to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption
of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended Charter (A) to
modify the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination
or to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months from
the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity.
On April 16, 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 April 20, 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.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated April 16, 2026, between the Company and Guggenheim Securities, LLC. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 10.1 |
|
Letter Agreement, dated April 16, 2026, among the Company, JATT Ventures II L.P. and each of the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated April 16, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated April 16, 2026, among the Company, JATT Ventures II L.P. and the Holders signatory thereto. |
| 10.4 |
|
Private Placement Shares Purchase Agreement, dated April 16, 2026, between the Company and JATT Ventures II L.P. |
| 10.5 |
|
Administrative Services and Indemnification Agreement, dated April 16, 2026, between the Company and JATT Ventures II L.P.. |
| 10.6 |
|
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-294294), filed with the Securities and Exchange Commission on March 13, 2026). |
| 99.1 |
|
Press Release, dated April 16, 2026. |
| 99.2 |
|
Press Release, dated April 20, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
JATT II Acquisition Corp |
| |
|
| Date: April 20, 2026 |
By: |
/s/ Someit Sidhu |
| |
Name: |
Someit Sidhu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
JATT II Acquisition Corp Announces Pricing of
$60,000,000 Initial Public Offering
Westfield, New Jersey, United States, April
16, 2026 (GLOBE NEWSWIRE) – JATT II Acquisition Corp (the “Company”), a newly organized special purpose acquisition
company formed as a Cayman Islands exempted company, today announced the pricing of its initial public offering of 6,000,000 ordinary
shares at an offering price of $10.00 per ordinary share. The ordinary shares are expected to trade on the Nasdaq
Global Market (“NASDAQ”) under the ticker symbol “JATT”
beginning April 17, 2026. The offering is expected to close on April 20, 2026, subject to customary closing conditions.
Guggenheim
Securities, LLC is acting as sole book-running manager. The Company has granted the underwriters a 45-day option to purchase up to 900,000
additional ordinary shares at the initial public offering price to cover over-allotments, if any.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April
16, 2026 (the “Effective Date”). The public offering is being made only by means of
a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Guggenheim Securities, LLC, Attn:
Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
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 JATT II Acquisition Corp
JATT II Acquisition Corp is
a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering
into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses. The Company has not selected any specific business
combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any
business combination target with respect to an initial business combination with the Company. While the Company may pursue an initial
business combination in any business or industry, the Company intends to focus its search on healthcare and healthcare-related businesses,
with a primary emphasis on biotechnology and broader life sciences. In particular, the Company intends to seek businesses that can benefit
from the clinical, scientific, operational, strategic and capital markets experience of the management team and board of directors and,
in many cases, from access to the public markets as a means of funding continued development, executing strategic transactions and increasing
visibility with investors and potential partners. The Company expects to focus particularly, though not exclusively, on businesses applying
data-driven approaches, including machine learning, computational biology, structure-based drug design and related technologies, to improve
the therapeutic discovery and development process. The Company is sponsored by JATT Ventures II L.P. and is led by Dr. Someit Sidhu, Chief
Executive Officer and Chairman of the Board, and Nicholas Fernandez, Chief Financial Officer. The Company’s Board of Directors also
includes Verender S. Badial, Arjun Goyal, Jonathon Kluft and Christopher Staral, bringing extensive experience across biotechnology investing,
company architecture, and public and private capital markets.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including
the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the
offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is
targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of JATT II Acquisition
Corp, including those set forth in the Risk Factors section of JATT II Acquisition Corp’s registration statement and preliminary
prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. JATT II Acquisition Corp undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Nicholas Fernandez
Chief Financial Officer
153 Central Avenue
C/O 56
Westfield, NJ 07091
201-688-0364
Exhibit 99.2
JATT II Acquisition Corp Announces Closing of
$60,000,000 Initial Public Offering
Westfield, New Jersey, United States, April
20, 2026 (GLOBE NEWSWIRE) — JATT II Acquisition Corp (the “Company”) announced the closing of its initial public
offering of 6,000,000 ordinary shares at an offering price of $10.00 per ordinary share on April 20, 2026. Total gross proceeds from the
offering were $60,000,000 before deducting underwriting discounts and commissions and other offering expenses payable by the Company.
The ordinary shares began trading on the Nasdaq
Global Market (“NASDAQ”) under the ticker symbol “JATT” on April 17, 2026.
Guggenheim Securities, LLC is
acting as sole book-running manager. The Company has granted the underwriters a 45-day option to purchase up to 900,000 additional ordinary
shares at the initial public offering price to cover over-allotments, if any.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April
16, 2026. The public offering is being made only by means of a prospectus. Copies of the prospectus
relating to the offering may be obtained from Guggenheim Securities, LLC, Attn: Equity Syndicate Department, 330 Madison Avenue, 8th Floor,
New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.
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 JATT II Acquisition Corp
JATT II Acquisition Corp is
a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering
into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination
with one or more businesses. The Company has not selected any specific business
combination target and has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any
business combination target with respect to an initial business combination with the Company. While the Company may pursue an initial
business combination in any business or industry, the Company intends to focus its search on healthcare and healthcare-related businesses,
with a primary emphasis on biotechnology and broader life sciences. In particular, the Company intends to seek businesses that can benefit
from the clinical, scientific, operational, strategic and capital markets experience of the management team and board of directors and,
in many cases, from access to the public markets as a means of funding continued development, executing strategic transactions and increasing
visibility with investors and potential partners. The Company expects to focus particularly, though not exclusively, on businesses applying
data-driven approaches, including machine learning, computational biology, structure-based drug design and related technologies, to improve
the therapeutic discovery and development process. The Company is sponsored by JATT Ventures II L.P. and is led by Dr. Someit Sidhu, Chief
Executive Officer and Chairman of the Board, and Nicholas Fernandez, Chief Financial Officer. The Company’s Board of Directors also
includes Verender S. Badial, Arjun Goyal, Jonathon Kluft and Christopher Staral, bringing extensive experience across biotechnology investing,
company architecture, and public and private capital markets. Learn more at www.jattacquisition.com.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) including
the gross proceeds of the IPO, the anticipated use of the net proceeds from the IPO and the search for an initial business combination.
No assurance can be given that the offering discussed above will be completed on the terms described, or that the net proceeds of the
offering will be used as indicated or that the Company will ultimately complete a business combination transaction in the sectors it is
targeting or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of JATT II Acquisition
Corp, including those set forth in the Risk Factors section of JATT II Acquisition Corp’s registration statement and prospectus
for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. JATT II Acquisition Corp undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Nicholas Fernandez
Chief Financial Officer
153 Central Avenue
C/O 56
Westfield, NJ 07091
201-688-0364