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  4. [8-K] Jones Ventures INTL Acquisition1 Corp Reports Material Event

Jones Ventures INTL Acquisition1 (JONEU) closes $200M SPAC IPO

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Rhea-AI Filing Summary

Jones Ventures INTL Acquisition1 Corp completed an initial public offering of 20,000,000 units at $10.00 per unit, raising $200,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one right to receive one eighth of a Class A ordinary share upon completion of an initial business combination. The units trade on the Nasdaq Global Market under the symbol JONEU, with the shares and rights expected to trade separately as JONE and JONER.

The company simultaneously sold 645,000 private placement units to its sponsor and underwriter at $10.00 each, for $6,450,000 in additional gross proceeds. A total of $200,000,000, from the IPO proceeds and part of the private placement proceeds, was deposited into a U.S.-based trust account, to be released only upon completing a business combination or redeeming public shares, including if no deal is completed within 21 months after the IPO closing. Underwriters hold a 45-day option to buy up to 3,000,000 additional units at the IPO price.

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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 5.03 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.
Units sold in IPO 20,000,000 units Initial public offering completed on July 15, 2026
IPO price per unit $10.00 per unit Pricing of units in the initial public offering
IPO gross proceeds $200,000,000 Gross proceeds generated from sale of IPO units
Underwriters’ over-allotment option 3,000,000 units 45-day option to purchase additional units at IPO price
Private Placement Units 645,000 units Units sold privately to sponsor and underwriter at $10.00 each
Private placement proceeds $6,450,000 Gross proceeds from sale of Private Placement Units
Trust account funding $200,000,000 Amount deposited into U.S.-based trust account at Citibank Bank, N.A.
Business combination deadline 21 months Period after IPO closing to complete initial business combination
blank check company financial
"Jones Ventures INTL Acquisition1 Corp is a newly organized blank check company formed for the purpose"
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.
Share Right financial
"Each Unit consists of one Class A ordinary share and one Share Right to receive one eighth"
A share right is the set of entitlements that come with owning a company share, such as the ability to vote on corporate decisions, receive a portion of profits as dividends, claim a slice of assets if the company is wound up, or buy new shares before outsiders. Think of it like a membership card that grants specific privileges and priorities; knowing which rights a share carries helps investors judge control, income potential, and risk.
trust account financial
"A total of $200,000,000 ... was placed in a U.S.-based trust account at Citibank Bank, N.A."
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
initial business combination financial
"upon the consummation of an initial business combination with one or more businesses"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
over-allotments financial
"45-day option to purchase up to an additional 3,000,000 Units at the initial public offering price to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

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FAQ

What corporate event did Jones Ventures INTL Acquisition1 Corp (JONEU) report?
Jones Ventures INTL Acquisition1 Corp reported the completion of its $200,000,000 initial public offering of units. The IPO consisted of 20,000,000 units at $10.00 each, with each unit including a Class A ordinary share and a fractional share right.

How large was the Jones Ventures INTL Acquisition1 Corp (JONEU) IPO and what were the terms?
The IPO comprised 20,000,000 units at $10.00, generating $200,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one right to receive one eighth of a Class A ordinary share upon completion of an initial business combination.

How much money did Jones Ventures INTL Acquisition1 Corp (JONEU) place in its trust account?
The company placed $200,000,000 into a U.S.-based trust account. This amount comes from IPO proceeds and part of the private placement and will generally remain locked until a business combination or specified shareholder redemptions, including if no deal occurs within 21 months.

What private placement did Jones Ventures INTL Acquisition1 Corp (JONEU) complete alongside the IPO?
Alongside the IPO, the company sold 645,000 private placement units at $10.00, raising $6,450,000. These units went to the sponsor and underwriter, are largely similar to public units, and were issued without underwriting discounts or commissions under a private offering exemption.

What is the timeline for Jones Ventures INTL Acquisition1 Corp (JONEU) to complete a business combination?
The company has 21 months from the IPO closing to complete its initial business combination. If it does not, the public shares are subject to redemption from the trust account, consistent with the terms described in its governing documents.

 

 

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): July 20, 2026 (July 13, 2026)

 

 

 

Jones Ventures INTL Acquisition1 Corp

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-43396   98-1913650
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

325 Hudson St, 6th Floor
New York, NY 10013

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 267-0777

 

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
Units, each consisting of one Class A ordinary share and one Share Right   JONEU   The Nasdaq Stock Market LLC
         
Class A Ordinary Shares, par value $0.0001 per share   JONE   The Nasdaq Stock Market LLC
         
Share Rights, one eighth (1/8) of a Class A ordinary share upon consummation of our initial business combination   JONER   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 a Material Definitive Agreement.

 

On July 15, 2026, Jones Ventures INTL Acquisition1 Corp (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), one Share Right to receive one eighth (1/8) of a Class A ordinary share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 Units at the initial public offering price to cover over-allotments, if any.

 

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. 333-295918) related to the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 9, 2026 (as amended, the “Registration Statement”):

 

●An Underwriting Agreement, dated July 13, 2026, by and among the Company, Jones Trading Institutional Services LLC (the “Underwriter”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

  ● A Business Combination Marketing Agreement,, dated July 13, 2026, by and among the Company and the Underwriter, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference.

 

●A Rights Agreement, dated July 13, 2026, by and between the Company and VStock Transfer, LLC, as rights agent, a copy of which is attached as Exhibit 4.4 hereto and incorporated herein by reference.

 

●An Investment Management Trust Agreement, dated July 13, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

 

●A Registration Rights Agreement, dated July 13, 2026, by and among the Company, the Company’s sponsor, Jones Ventures INTL Acquisition1 Sponsor, LLC (the “Sponsor”) and the Underwriter, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

 

●A Private Placement Units Purchase Agreement, dated July 13, 2026 (the “Sponsor Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

 

●A Private Placement Units Purchase Agreement, dated July 13, 2026 (the “Underwriter Units Purchase Agreement,” and together with the Sponsor Units Purchase Agreement, the “Units Purchase Agreements”), by and between the Company and the Underwriter, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.

 

●A Letter Agreement, dated July 13, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

 

●An Administrative Services Agreement, dated July 13, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.10 hereto and incorporated herein by reference.

 

1

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Units Purchase Agreements, the Company completed the private sale of an aggregate of 645,000 Units (the “Private Placement Units ”) to the Sponsor and the Underwriter at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,450,000. The Private Placement Units are identical to the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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

 

The Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) was approved on July 13, 2026. A description of the Memorandum and Articles is contained in the section of the prospectus, dated July 13, 2026 pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Memorandum and Articles, which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

 

Item 8.01. Other Events.

 

A total of $200,000,000, comprised of the proceeds from the IPO and a portion of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at Citibank Bank, N.A., maintained by Equiniti Trust Company, LLC, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 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 any of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 21 months from the closing of the IPO or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 21 months from the closing of the IPO, subject to applicable law.

 

On July 13, 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 July 15, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

2

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated July 13, 2026, by and between the Company and JonesTrading INTL Services LLC
     
1.2   Business Combination Marketing Agreement, dated July 13, 2026, by and between the Company and JonesTrading INTL Services LLC
     
3.2   Amended and Restated Memorandum and Articles of Association.
     
4.4   Right Agreement, dated July 13, 2026, by and between the Company and VStock Transfer, LLC, as rights agent.
     
10.4   Letter Agreement, dated July 13, 2026, by and among the Company, its officers, its directors and the Sponsor.  
     
10.5   Investment Management Trust Agreement, dated July 13, 2026, by and between the Company and Equiniti Trust Company, LLC, as trustee.
     
10.6   Registration Rights Agreement, dated July 13, 2026, by and among the Company, the Sponsor and the Underwriter.
     
10.7   Private Placement Units Purchase Agreement, dated July 13, 2026, by and between the Company and the Sponsor.
     
10.8   Private Placement Units Purchase Agreement, dated July 13, 2026, by and between the Company and the Underwriter.
     
10.10   Administrative Services Agreement, dated July 13, 20256, between the Company and the Sponsor.
     
99.1   Press Release, dated July 13, 2026.
     
99.2   Press Release, dated July 15, 2026.

 

3

 

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.

 

  Jones Ventures INTL Acquisition1 Corp
     
  By: /s/ Alan F. Hill
    Name:  Alan F. Hill
    Title: Chief Executive Officer
     
Dated: July 20, 2026    

 

4

 

Exhibit 99.1

 

Jones Ventures INTL Acquisition1 Corp Announces Pricing of $200 Million Initial Public Offering

 

NEW YORK, NY, July 13, 2026 (GLOBE NEWSWIRE) -- Jones Ventures INTL Acquisition1 Corp (the “Company”), a blank check company whose business purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced today that it has priced its initial public offering of 20,000,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one right to receive one eighth (1/8) of a Class A ordinary share upon the consummation of an initial business combination. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and will begin trading tomorrow, July 14, 2026, under the ticker symbol “JONEU.” Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the Nasdaq under the symbols “JONE” and “JONER,” respectively.

 

JonesTrading Institutional Services LLC is acting as sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

 

The Company is led by Harsha Agadi, Chairman, Alan F. Hill, Chief Executive Officer and Bryan Turley, Chief Financial Officer.

 

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: JonesTrading Institutional Services LLC, 325 Hudson St, 6th Floor New York, NY 10013, or by e-mail at ECM@jonestrading.com.

 

A registration statement relating to the securities was filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on July 13, 2026. This press release shall not constitute an offer to sell or the 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.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. 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 Company’s registration statement filed with the SEC and the preliminary prospectus included therein. Copies of these documents 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.

 

About Jones Ventures INTL Acquisition1 Corp

 

Jones Ventures INTL Acquisition1 Corp is a newly organized blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 

 

Media Contact:

 

Bryan Turley
bturley@jonestrading.com

 

Exhibit 99.2

 

Jones Ventures INTL Acquisition1 Corp Announces Closing of $200 Million Initial Public Offering

 

NEW YORK, NY, July 15, 2026 (GLOBE NEWSWIRE) -- Jones Ventures INTL Acquisition1 Corp (Nasdaq: JONEU) (the “Company”) announced today the closing of its previously announced initial public offering of 20,000,000 units. The units were sold at a price of $10.00 per unit. The Company’s units began trading on July 14, 2026, on the Nasdaq Global Market under the symbol “JONEU”. Each unit consists of one Class A ordinary share and one right to receive one eighth (1/8) of a Class A ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on the Nasdaq Global Market under the ticker symbols “JONE” and “JONER,” respectively.

 

JonesTrading Institutional Services LLC acted as sole book-running manager for the offering.  The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial public offering price to cover over-allotments, if any.

 

A registration statement relating to the securities was filed with, and declared effective by, the Securities and Exchange Commission (“SEC”) on July 13, 2026. The public offering was made by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from: JonesTrading Institutional Services LLC, 325 Hudson St, 6th Floor New York, NY 10013, or by e-mail at ECM@jonestrading.com.

 

This press release shall not constitute an offer to sell or the 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 Jones Ventures INTL Acquisition1 Corp 

 

Jones Ventures INTL Acquisition1 Corp is a newly organized blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Harsha Agadi, Chairman, Alan F. Hill, Chief Executive Officer and Bryan Turley, Chief Financial Officer.

 

FORWARD-LOOKING STATEMENTS 

 

This press release contains statements that constitute “forward-looking statements.” 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 Company’s registration statement filed with the SEC and the prospectus included therein. Copies of these documents 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. 

 

Source: View Original Filing on SEC EDGAR

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