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:
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).
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.
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.
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.
An audited balance sheet as
of July 15, 2026, reflecting receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included
as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Exhibit 99.1
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Report of Independent Registered Public Accounting Firm (PCAOB No.199) |
|
F-2 |
| Balance Sheet as of July 15, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
Report of Independent Registered
Public Accounting Firm
To the Shareholders and Board of Directors of
Jones Ventures INTL Acquisition1 Corp
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Jones Ventures INTL Acquisition1 Corp (the “Company”) as of July 15, 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 July 15, 2026, in conformity with accounting principles generally accepted in the United States of America.
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 statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor
since 2026.
New York, NY
July 22, 2026
JONES VENTURES INTL ACQUISITION1 CORP
BALANCE SHEET
JULY 15, 2026
Assets | |
| |
| Current assets | |
| |
| Cash | |
$ | 1,614,681 | |
| Prepaid expenses | |
| 22,063 | |
| Total current assets | |
| 1,636,744 | |
| Cash held in Trust Account | |
| 200,000,000 | |
| Total Assets | |
$ | 201,636,744 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity | |
| | |
| Current liabilities | |
| | |
| Accrued expenses | |
$ | 2,385 | |
| Accrued offering costs | |
| 99,204 | |
| Advances from related party | |
| 70,657 | |
| Over-allotment option liability | |
| 180,100 | |
| Total current liabilities | |
| 352,346 | |
| Deferred legal fee | |
| 99,305 | |
| Total Liabilities | |
| 451,651 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,000,000 shares at redemption value of $10.00 per share | |
| 200,000,000 | |
| | |
| | |
| Shareholders’ Equity | |
| | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| - | |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 645,000 shares issued and outstanding (excluding 20,000,000 shares subject to possible redemption) | |
| 65 | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding (1)(2) | |
| 767 | |
| Additional paid-in capital | |
| 1,333,876 | |
| Accumulated deficit | |
| (149,615 | ) |
| Total Shareholders’ Equity | |
| 1,185,093 | |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity | |
$ | 201,636,744 | |
| (1) | Includes an aggregate of 1,000,000 Class B ordinary shares
subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7). |
| (2) | On March 13, 2026, the Company effected a share recapitalization
and issued an additional 1,916,667 Class B ordinary shares to the Sponsor resulting in an aggregate of 7,666,667 Class B ordinary
shares outstanding and held by the Sponsor. All share and per share data have been retrospectively presented (Note 7). |
The accompanying notes are an integral part
of this financial statement.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
1. Description of Business and Operations
Jones Ventures INTL Acquisition1 Corp (the “Company”)
was incorporated on June 15, 2021 as a Cayman Islands exempted company 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 has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated
any discussions, directly or indirectly, with any business combination target regarding an initial Business Combination with the Company.
As of July 15, 2026, the Company had not yet commenced
operations. All activity through July 15, 2026 relates to the Company’s formation and the initial public offering (“Initial
Public Offering”) described below. The Company will not generate any operating revenues until after the completion of the Business
Combination, at the earliest. The Company will generate non-operating income in the form of interest income on proceeds derived from the
Initial Public Offering and the Private Placement (as defined below). The Company has selected December 31 as its fiscal year-end.
The Company’s Sponsor is Jones Ventures
INTL Acquisition1 Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering
was declared effective on July 13, 2026. On July 15, 2026, the Company consummated the Initial Public Offering of 20,000,000 units (the
“Units” and, with respect to the ordinary share included in the Units being offered, the “Public Shares”) at $10.00
per Unit, generating gross proceeds of $200,000,000. Each Unit will consist of one Class A ordinary share and one right (“Right”)
entitling the holder to receive one-eighth of one Class A ordinary share upon closing of a Business Combination (“Public Right”).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 645,000 private placement units (the “Private Placement Units”), at a
price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and underwriters generating gross proceeds of $6,450,000.
Each Private Placement Unit consists of one private Class A ordinary share, and one right to receive one-eighth of a Class A ordinary
share upon the consummation of an initial Business Combination (“Private Placement Right”).
Transaction costs amounted to $4,960,192, consisting
of $4,000,000 of cash underwriting fees, and $960,192 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 Private Placement, although substantially
all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that
the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations
having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding taxes payable
on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will
only complete the Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target 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”).
Following the closing of the Initial Public Offering,
on July 15, 2026, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement
Units were held in a trust account (the “Trust Account”), located in the United States at Citibank, N.A., with Equiniti
Trust Company, LLC acting as trustee, and invested only 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, in any open-ended investment company that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of
the Investment Company Act, and held as cash or cash items (including in demand deposit accounts) at a bank, as determined by the Company,
until the earlier of: (i) the completion of the Business Combination and (ii) the distribution of the Trust Account as
described below.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
1. Description of Business and Operations (cont.)
The Company will provide its holders of the outstanding
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of the Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of the Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share). These Public Shares were recorded
at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities
from Equity. In such case, the Company will proceed with the Business Combination if a majority of the shares voted are voted in favor
of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for
business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and
Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination.
If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business
or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether
they vote for or against the proposed Business Combination, or if they vote at all. If the Company seeks shareholder approval in connection
with the Business Combination, the initial shareholders (as defined below) will agree to vote their Founder Shares (as defined below
in Note 5), their Private Placement Units and any Public Shares purchased during or after the Initial Public Offering in favor
of the Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) would not be voted in favor
of approving the Business Combination). In addition, the initial shareholders will agree to waive their redemption rights with respect
to their Founder Shares, Private Placement Units and any Public Shares held by the initial shareholders in connection with the completion
of the Business Combination.
Notwithstanding the foregoing, the Amended and
Restated Memorandum and Articles provides 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 Exchange Act),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior
consent of the Company.
The Sponsor and the Company’s officers and
directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and
Articles (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the
Business Combination or to redeem 100% of its Public Shares if the Company does not complete the Business Combination or (ii) with
respect to any other provision relating to shareholders’ rights or pre-business combination activity, unless the Company provides
the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
If the Company is unable to complete the Business
Combination within 21 months from the closing of the Initial Public Offering, or until such earlier liquidation date
as the Company’s board of directors may approve (the “Combination Period”), unless the Combination Period
is extended with the consent of the Company’s shareholders pursuant to the Amended and Restated Memorandum and Articles, 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 the 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 on the funds held in the Trust Account and not previously released to the Company
to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the
Company’s 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.
The initial shareholders agree to waive their
liquidation rights with respect to the Founder Shares and the Private Placement Units if the Company fails to complete the Business
Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering,
they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value
of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially
held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company
if and to the extent any claims by a vendor 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. This liability
will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in
or to any monies held in the Trust Account or 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 of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, except for
the Company’s independent registered public accounting firm and the underwriters of the Initial Public Offering, prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
2. Basis of Presentation and Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying financial statement is presented
in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and pursuant to the rules and regulations of the SEC.
Liquidity
The Company’s liquidity needs up to July
15, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). As of
July 15, 2026, the Company had cash of $1,614,681 and working capital of $1,284,398.
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”). Any Working Capital Loans will
be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company;
provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, up to
$1,500,000 of such Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per Unit.
If the Company is unable to consummate the Business Combination, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except
for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect
to such loans. As of July 15, 2026, the Company had no borrowings under the Working Capital Loans.
In connection with the Company’s assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statements - Going Concern,
the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.
However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business
prior to the initial Business Combination. The Company has the Combination Period to complete the initial Business Combination. Management
has determined that based on the completion of the Initial Public Offering, the Company has sufficient funds to finance the working capital
needs of the Company within one year from the date of issuance of the financial statement.
Emerging Growth Company
The Company is an “emerging growth company”,
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 2022, 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.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
2. Basis of Presentation and Summary of Significant
Accounting Policies (cont.)
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
an emerging growth 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 an 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 statement with another public company that is neither an emerging
growth company nor an emerging growth company that 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 U.S. GAAP requires the Company’s 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. Such estimates may be subject to change as more current information becomes available
and accordingly, the actual results could differ significantly from those estimates.
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 had $1,614,681 in cash and no cash
equivalents as of July 15, 2026.
Cash Held in Trust Account
As of July 15, 2026, the assets held in the Trust
Account, amounting to $200,000,000, were held in cash.
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 coverage 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, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of
the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally
of professional and registration fees that are related to the Initial Public Offering and were charged to shareholders’ equity upon
the completion of the Initial Public Offering.
Income Taxes
Income taxes are accounted for using the asset
and liability method as prescribed under FASB ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to basis differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
FASB ASC 740 prescribes a recognition threshold
that a tax position is required to meet before being recognized in the financial statement. The Company provides for uncertain tax positions,
based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.
Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant
assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities,
actual results may differ from management’s estimates under different assumptions or conditions. The Company is currently not aware
of any issues under review that could result in significant payments, accruals or material deviation from its position. As of July 15,
2026, the Company has not recorded any amounts related to uncertain tax positions.
The Company is considered an exempted Cayman Islands
company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
As such, the Company recorded no income tax provision for the period presented.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
2. Basis of Presentation and 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 FASB ASC Topic 820, Fair Value Measurement, approximates the carrying
amounts presented in the accompanying balance sheets, primarily due to their short-term nature.
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 FASB 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. The underwriters’ over-allotment option is deemed to be a freestanding financial
instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to FASB ASC 480 since the underwriters
did not exercise their over-allotment option at the closing of the Initial Public Offering.
Share-Based Compensation
The Company accounts for share awards in accordance
with FASB ASC 718, Compensation—Stock Compensation, which requires that all equity awards be accounted for at their “fair
value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values
are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant
for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance
condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in
later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation
cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Rights
The Company accounts for the Public Rights issued
in connection with the Initial Public Offering and the Private Placement Rights included in the Private Placement Units in accordance
with the guidance contained in FASB Topic ASC 815. Under FASB ASC Topic 815-40, the Public Rights 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.
Class A Ordinary Shares Subject to Possible
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 possible 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 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 July 15, 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 July 15, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 200,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Rights | |
| (2,380,000 | ) |
| Proceeds allocated to over-allotment option | |
| (180,100 | ) |
| Public Shares issuance costs | |
| (4,867,084 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 7,427,184 | |
| Class A ordinary shares subject to possible redemption, July 15, 2026 | |
$ | 200,000,000 | |
Recently Adopted Accounting Pronouncements
The Company’s management does not believe
that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company’s financial statement.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
3. Initial Public Offering
Pursuant to the closing of the Initial Public
Offering on July 15, 2026, the Company sold 20,000,000 Unit at a price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Each Unit consists of one Class A ordinary share and one Right entitling the holder to receive one-eighth (1/8) of one Class A
ordinary share upon closing of a Business Combination (“Right”).
4. Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and the underwriters purchased 645,000 Private Placement Units at a price of $10.00 per Private Placement
Unit, generating gross proceeds of $6,450,000. Of those 645,000 Private Placement Units, the Sponsor purchased 245,000 Private Placement
Units and the underwriters purchased 400,000 Private Placement Units. The Private Placement Units are identical to the Units sold
in this offering, subject to certain limited exceptions. Each Private Placement Unit consists of one private Class A ordinary share,
and one Private Placement Right to receive one-eighth (1/8) of a Class A ordinary share upon the consummation of an initial Business
Combination. The Private Placement Units shall be subject to transfer restrictions.
The Company’s initial shareholders have
entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with respect
to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their
redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment
to the Amended and Restated Memorandum and Articles (A) to modify the substance or timing of the obligation to allow redemption or
(B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive
their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fail to complete
the initial Business Combination within 21 months from the closing of the Initial Public Offering, or by such earlier or later liquidation
date as the board of directors or shareholders may approve, although they will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed
time frame.
5. Related Party Transactions
Founder Shares
On June 18, 2021, the Sponsor purchased 5,750,000
Class B ordinary shares of the Company, par value $0.0001 (“Class B ordinary shares” and such shares purchased by
the Sponsor, the “Founder Shares”), for a purchase price of $25,000. On March 13, 2026, the Company effected share capitalization
and issued an additional 1,916,667 Class B ordinary shares to the Sponsor resulting in an aggregate of 7,666,667 Class B ordinary
shares outstanding and held by the Sponsor. All share and per share data have been retrospectively presented (up to 1,000,000 Founder
Shares of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option
is exercised). The Founder Shares will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation
of the Business Combination and are subject to certain transfer restrictions, as described in Note 7.
On July 13, 2026, the Sponsor transferred an aggregate
of 460,000 Founder Shares to the independent directors and officers of the Company, at a price equal to $0.003 per share, in exchange
for their services as independent directors and officers through the Company’s initial Business Combination. Under FASB ASC 718,
stock-based compensation associated with equity-classified awards is measured at fair value on the grant date. Those Founder Shares have
an aggregate fair value of $448,500, or $0.98 per share. The Company established the fair value of Founder Shares using Monte Carlo Simulation
Model prepared by a third party valuation firm, which takes into consideration the following market assumptions; (i) stock price of $9.88,
(ii) risk-free rate of 3.66%, and (ii) market adjustment of 9.90%. The Founder Shares were transferred subject to a performance condition
(i.e., the occurrence of Business Combination). The Company will recognize stock-based compensation expense of $448,500 at the date a
Business Combination is considered probable (i.e., upon consummation of a Business Combination). As of July 15, 2026, the Company determined
that the initial Business Combination is not considered probable and therefore no compensation expense was recognized.
The initial shareholders have agreed to forfeit
up to 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriter. The forfeiture
will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares
will represent 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the
Private Placement Units). If the Company increases or decreases the size of the offering, the Company will effect a share dividend or
share contribution back to capital, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount
as to maintain the Founder Share ownership of the Company’s shareholders prior to the Initial Public Offering at 25% of the Company’s
issued and outstanding ordinary shares upon the consummation of the Initial Public Offering (not including the Private Placement Units).
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
5. Related Party Transactions (cont.)
The initial shareholders have agreed, subject
to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after
the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after
the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar
transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities
or other property.
Underwriter
The lead underwriter is an affiliate of the Sponsor
(Note 6).
Promissory Note — Related Party
On June 17, 2021, the Sponsor agreed to loan
the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the
“Note”). The Note was non-interest bearing and, as amended on March 10, 2026, will be repaid upon the completion of the
Initial Public Offering. As of July 15, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $300,000.
Borrowings against the note are no longer available.
Advances from Related Party
As of July 15, 2026, an affiliate of the Sponsor of the Company paid expenses on its behalf and owed them the aggregate amounts of $70,657.
Subsequently, on July 21, 2026, the Company fully repaid the total outstanding balance of advances from related party.
Related Party 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. Any Working Capital Loans will be repayable by the Company upon consummation
of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days
after the date of the Initial Public Offering, at the Sponsor’s option, up to $1,500,000 of such Working Capital Loans may be converted
into Class A ordinary shares at a conversion price of $10.00 per Unit. If the Company is unable to consummate the Business Combination,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if
any, have not been determined and no written agreements exist with respect to such loans. As of July 15, 2026, the Company had no borrowings
under the Working Capital Loans.
Administrative Support Agreement
Commencing on July 13, 2026, the date the Class A
ordinary shares are first listed on the Nasdaq, the Company agreed to pay $20,000 a month to the Sponsor for office space, administrative
and shared personnel support services and will terminate upon the earlier of the consummation by the Company of the Business Combination
or the liquidation of the Company. As of July 15, 2026, an amount of $2,000 has been accrued for these services in the Company’s
balance sheet.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
6. Commitments and Contingencies
Registration Rights
The holders of Founder Shares (only after conversion
of such shares to Class A ordinary shares), Private Placement Units and Private Placement Units (and their underlying securities)
issued upon conversion of up to $1,500,000 under the Working Capital Loans and any additional loans are entitled to registration rights
pursuant to a registration rights agreement to be signed on or prior to the closing of the Initial Public Offering. These holders will
be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Deferred Legal Fees
As of July 15, 2026, the Company had a total of
$99,305 of deferred legal fees incurred in connection with the Initial Public Offering to be paid to the Company’s legal advisors
upon consummation of the Business Combination. The deferred fee is classified as a non-current liability in the accompanying balance sheet.
Underwriting Agreement
The Company granted JonesTrading Institutional
Services LLC (“Jones”), the underwriter and an affiliate of the Sponsor, a 45-day option to purchase up to 3,000,000 Units to
cover over-allotments, if any, from the date of the Initial Public Offering price less the underwriting discounts and commissions. As
of July 15, 2026, the full over-allotment option remains open.
The underwriters were paid a cash underwriting
discount of $4,000,000 and an additional $100,000 for selling group commissions upon the closing of the Initial Public Offering. The Company
engaged Odeon Capital Group LLC (“Odeon”) as a qualified independent underwriter, that participated in the preparation of
the registration statement and exercised the usual standards of “due diligence” in respect thereto. The Company paid a fee
of $100,000 to Odeon upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified
independent underwriter. The independent underwriter received no other compensation.
Business Combination Marketing Agreement
The Company engaged Jones, an affiliate of the
Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to
discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that
are interested in purchasing the Company’s securities and assist the Company with its press releases and public filings in connection
with the Business Combination. Upon the consummation of the Business Combination, the Company will pay Jones a cash fee for such services
in an amount equal to 4.0% of the gross proceeds of the Initial Public Offering (or $8,000,000 in the aggregate), and up to 6.0% on the
gross proceeds of the overallotment (or $9,800,000 in the aggregate). As a result, Jones will not be entitled to such fee unless the Company
consummates its initial Business Combination.
Risks and Uncertainties
The United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
recent escalation of the conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North
Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the
United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to
provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion
of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future,
by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created
global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing
conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit
and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting
sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
6. Commitments and Contingencies (cont.)
Any of the above mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,
the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect
the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate
an initial Business Combination.
7. Shareholders’ Equity
Preference 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 July 15, 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. As of July 15, 2026, there
were 645,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 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 July 15, 2026, there were 7,666,667 Class B ordinary shares issued
and outstanding. Up to 1,000,000 Class B ordinary shares are subject to forfeiture to the Company for no consideration to the extent
that the underwriters’ over-allotment option is not exercised in full or in part, so that the Class B ordinary shares will
continue to represent 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including
Private Placement Units).
Prior to the consummation of the Business Combination,
only holders of Class B ordinary shares have the right to vote on the appointment and removal of directors and be entitled to vote
on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional
documents as a result of the Company approving a transfer by way of continuation to a jurisdiction outside the Cayman Islands).
Other than as described above, holders of Class A
ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders
except as required by law.
The Class B ordinary shares will automatically
convert into non-redeemable Class A ordinary shares in connection with the consummation of the Business Combination or at any time
and from time to time at the option of the holder thereof, on a one-for-one basis, subject to adjustment. Class A ordinary shares
issued in connection with the conversion of Class B ordinary shares issued prior to the consummation of the Business Combination
are subject to the same restrictions as applied to Class B ordinary shares prior to such conversion, including, among other things,
certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination.
In the case that additional Class A ordinary shares,
or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in
connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary
shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with
respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B
ordinary shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the
completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’’ over-allotment option
and excluding the Class A ordinary shares underlying the private placement units issued to the Sponsor or Jones), plus (ii) all Class
A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination
(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private
placement units issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans)
minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial business combination; provided
that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Rights — Except in cases
where the Company is not the surviving company in an initial business combination, each holder of a right will automatically receive one-eighth
(1/8) of one 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 either be rounded down to the nearest whole share or otherwise addressed in accordance
with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial business
combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-eighth
(1/8) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete
the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the
Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
8. Fair Value Measurements
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| |
|
| Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| |
|
| Level 3: |
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The over-allotment option was accounted for as
a liability in accordance with FASB ASC 480 and was presented within liabilities on the balance sheet. The over-allotment option liability
is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of
over-allotment option liability in the statement of operations.
The Company used a Black-Scholes model to value
the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement
dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected
life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches
the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant
date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent
to their remaining contractual term.
The key inputs into the Black-Scholes model were
as follows at initial measurement of the over-allotment option:
| | |
July 15,
2026 | |
| Volatility | |
| 2.29 | % |
| Expected term (years) | |
| 0.12 | |
| Daily treasury yield curve | |
| 3.76 | % |
| Exercise price | |
$ | 10.00 | |
The fair value of the Public Rights issued in
the Initial Public Offering is $2,380,000, or $0.12 per Public Right. The Public Rights have been classified within shareholders’
equity and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the fair value hierarchy
at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments as noted below.
The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights:
| | |
July 15,
2026 | |
| Unit price | |
$ | 9.94 | |
| Stock price | |
$ | 9.82 | |
| Pre-adjusted value per Right | |
$ | 1.23 | |
| Market adjustment(1) | |
| 9.70 | % |
| (1) |
The market adjustment reflects additional factors not fully captured by low volatility selection, which may include the likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period. The adjustment is determined by comparing traded right prices to simulated model outputs. |
Jones Ventures INTL Acquisition1 Corp
Notes to Financial Statement
July 15, 2026
9. Segment Information
FASB 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 that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Executive Officer, 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.
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on a statement of operations as net income or
loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance
and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| | |
July 15,
2026 | |
| Cash | |
$ | 1,614,681 | |
| Cash held in Trust Account | |
$ | 200,000,000 | |
The CODM reviews the position of total assets
to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and
liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held in Trust Account
to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining
compliance with the Trust Agreement.
10. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial
statement was issued. Other than as noted below, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the financial statement.
On July 21, 2026, the Company fully repaid the advances from related party amounting to $70,657.
