JAB Acquisition Corp I

false --12-31 0002128739 0002128739 2026-06-11 2026-06-11 0002128739 JAB:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-06-11 2026-06-11 0002128739 JAB:ClassOrdinarySharesParValue0.0001PerShareMember 2026-06-11 2026-06-11 0002128739 JAB:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareMember 2026-06-11 2026-06-11 0002128739 JAB:RightsToReceiveOnefourthThOfOneClassOrdinaryShareMember 2026-06-11 2026-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 11, 2026 Date of Report (Date of earliest event reported) JAB Acquisition Corp I (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-43341 41-2462795 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 270 Sylvan Avenue Suite 2230 Englewood Cliffs , New Jersey 07632 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 201 ) 899-4470 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant JABRU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share JAB The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share JABRW The Nasdaq Stock Market LLC Rights to receive one-fourth (¼th) of one Class A ordinary share JABRR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On June 11, 2026 (the “Closing”), JAB Acquisition Corp I (the “Company”) consummated its initial public offering (“IPO”), which consisted of 17,250,000 units, including 2,250,000 units (the “Units”) available pursuant to the exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”), one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one right of the Company (each, a “Right”) to receive one-fourth (¼th) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. D. Boral Capital LLC, as representative of the underwriters (“DBC”) was granted a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any. This option was exercised in full by DBC on the date of the Closing and all of the 2,250,000 units were purchased at Closing. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, File No. 333-296035, as amended (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission: ● Underwriting Agreement, dated June 9, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters (“DBC”), a copy of which is attached as Exhibit 1.1 hereto; ● Warrant Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference; ● Rights Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference; ● Letter Agreement, dated June 9, 2026, by and among the Company, JAB Acquisition Sponsor I. LLC, a limited liability company formed in Delaware (the “Sponsor”), and the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference; ● Investment Management Trust Agreement, dated as of June 9, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference; ● Registration Rights Agreement, dated as of June 9, 2026, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 to the Registration Statement and incorporated herein by reference; ● Private Placement Units Purchase Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference; ● Indemnity Agreement, dated as of June 9, 2026, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; and ● Administrative Services Agreement, dated June 9, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. As of June 11, 2026, of the net proceeds from the total of $170,330,069.74 raised in the IPO and the of the net proceeds from the Private Placement (as defined below) was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO. 1 Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 260,000 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $2,600,000. Each Private Unit consists of one Class A Ordinary Share, one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one right to receive one-fourth (¼ th ) of one Class A ordinary share upon the consummation of an initial business combination. In connection with the partial exercise of the over-allotment option, no additional Private Units were sold and no incremental underwriting expense was incurred. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the