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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):
August 25, 2026
JATT III ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43461 |
|
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 |
|
JTTT |
|
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 August 25, 2026, the registration
statement on Form S-1 (File No. 333-298161) (the “Registration Statement”) relating to the initial public offering (the “Offering”)
of JATT III Acquisition Corp, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities
and Exchange Commission.
On August 27, 2026, JATT III
Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 6,900,000
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), including 900,000 ordinary shares sold pursuant
to the full exercise of the underwriters’ over-allotment option. The Ordinary Shares were sold at a price of $10.00 per share, generating
gross proceeds to the Company of $69,000,000.
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. 333-298161) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on August 10, 2026 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated August 25, 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 August 25, 2026 (“Letter
Agreement”), among the Company, the Company’s sponsor of its IPO, JATT Ventures III 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 August 25,
2026, between the Company and Odyssey Transfer and 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 August 25, 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 August
25, 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 August 25, 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 August 25, 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 August 25, 2026, as filed with the Commission on August
26, 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 234,000 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 $2,340,000. 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 August 25, 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
August 25, 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 August 25, 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 148 to 149 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 $69,000,000 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
Odyssey Transfer and 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 August 25, 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 August 27, 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 August 25, 2026, between the Company and Guggenheim Securities, LLC. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 10.1 |
|
Letter Agreement, dated August 25, 2026, among the Company, JATT Ventures III L.P. and each of the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated August 25, 2026, between the Company and Odyssey Transfer
and Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated August 25, 2026, among the Company, JATT Ventures III L.P. and
the Holders signatory thereto. |
| 10.4 |
|
Private Placement Shares Purchase Agreement, dated August 25, 2026, between the Company and JATT Ventures III L.P. |
| 10.5 |
|
Administrative Services and Indemnification Agreement, dated August 25, 2026, between the Company and JATT Ventures III L.P. |
| 10.6 |
|
Form of Indemnity Agreement. |
| 99.1 |
|
Press Release, dated August 25, 2026. |
| 99.2 |
|
Press Release, dated August 27, 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 III Acquisition Corp |
| |
|
| Date: August 31, 2026 |
By: |
/s/ Someit Sidhu |
| |
Name: |
Someit Sidhu |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
JATT III Acquisition Corp Announces Pricing
of $60,000,000 Initial Public Offering
Westfield, New Jersey, United States, August
25, 2026 (GLOBE NEWSWIRE) – JATT III 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
Capital Market (“NASDAQ”) under the ticker symbol “JTTT”
beginning August 26, 2026. The offering is expected to close on August 27, 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 August 25, 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 III Acquisition Corp
JATT III 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 III
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 III Acquisition
Corp, including those set forth in the Risk Factors section of JATT III 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 III 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
III Acquisition Corp Announces Closing of $69,000,000 Initial Public Offering
Westfield, New Jersey, United States, August 27, 2026
(GLOBE NEWSWIRE)
JATT III Acquisition Corp (the
“Company”) announced the closing of its initial public offering of 6,900,000 ordinary shares at an offering price of $10.00
per ordinary share on August 27, 2026, which includes 900,000 additional ordinary shares issued pursuant to the full exercise of the underwriters’
over-allotment option. Total gross proceeds from the offering were $69,000,000 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 “JTTT” on August 26, 2026.
Guggenheim
Securities, LLC acted as sole book-running manager.
AI Biotechnology
LLC, an affiliate of Access Industries, Inc. and Vianti Capital Fund I, L.P. have indicated non-binding interests to participate in a
private placement that may occur concurrently with the consummation of the Company’s initial business combination.
The offering
included participation from Adage Capital Partners, L.P., ADAR1 Capital, Affinity Asset Advisors, LLC, Columbia Threadneedle Investments,
Deep Track Capital, Great Point Partners, LLC, Janus Henderson Investors, Nantahala Capital, RA Capital Management, Sirenia Capital Management
LP and Squadron Capital Management LLC and other institutional investors.
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 August 25, 2026. The public offering was 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 III Acquisition Corp
JATT III 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 III 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, Dr. Arjun Goyal, Dr.
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 III Acquisition Corp, including those set forth in the Risk Factors section
of JATT III Acquisition Carp’s registration statement and prospectus for the IPO filed with the SEC. Copies are available on the
SEC’s website, www.sec.gov. JATT III 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
