JAB Acquisition Corp I

Officers, Directors and Director Nominees

Our officers, directors and director nominees are as follows:

• The term of this director shall begin upon the commencement of trading of our units on Nasdaq.

Joshua Jagid is the Chief Executive Officer and Chairman of the Board of the Company. Mr. Jagid is an entrepreneur and senior executive with approximately 30 years of experience founding, building and scaling businesses in performance marketing, customer acquisition and data-driven services.

From December 2021 to May 2025, Mr. Jagid served as Managing Director at Tranzact, Inc., a data-driven performance marketing and customer acquisition company and successor to Quantum 3 Media. In this role, he contributed to operational leadership and strategic initiatives following the acquisition of Quantum 3 Media and during a period of continued growth.

Mr. Jagid founded Quantum 3 Media in November 2012 and served as its Chief Executive Officer through its acquisition by Tranzact, Inc., a subsidiary of Willis Towers Watson plc, in December 2021. Under his leadership, the company developed a data-driven platform providing consumer intelligence solutions to large organizations, enabling more efficient customer acquisition, retention and monetization.

From the early 2000s through 2011, Mr. Jagid founded and led additional ventures, including TranSend, Inc. and Member’s Edge, LLC (also known as Save-A-Sale), which focused on customer acquisition, analytics and consumer engagement solutions.

Mr. Jagid co-founded Intersections Inc. (formerly CreditComm Services, LLC) in 1996, a provider of consumer identity protection and credit monitoring services. Intersections completed its initial public offering in 1999 and traded on the Nasdaq (Nasdaq: INTX) until its merger with Aura, Inc. in 2019. During his tenure, the company scaled significantly through partnerships with major financial institutions.

Mr. Jagid began his career in finance and investment banking, serving as a Director at Loeb Partners Corporation from June 1995 to September 2001.

Over the course of his career, Mr. Jagid has founded and led multiple businesses, developed relationships with strategic partners and institutional investors, and participated in complex transactions, including mergers, acquisitions and integrations. His experience building and scaling data-driven platforms, particularly within regulated industries, informs the Company’s acquisition strategy, including target identification, evaluation and post-transaction value creation.

Mr. Jagid graduated from Tulane University in 1995 with a Bachelor of Science degree in Finance and Accounting.

Jack Bressman

Jack Bressman is the Chief Operating Officer, Chief Financial Officer and a director of the Company. Mr. Bressman brings capital markets experience to the Company, with a focused track record of executing complex financial transactions and managing both institutional and retail investor relationships across public and private markets.

Most recently prior to joining the Company, Mr. Bressman supported senior leadership at Atlantic International Corp on a large-scale merger, gaining end-to-end exposure to the acquisition process from early evaluation through late-stage negotiation. This experience provided him with hands-on insight into deal analysis, deal sourcing, and transaction coordination.

From December 2022 to February 2025 Mr. Bressman was employed at The Carlyle Group, where he served as an Internal Sales professional within the firm’s fundraising division. At Carlyle, he successfully sourced and built relationships with registered investment advisors and family offices with substantial assets under management, ultimately generating over $300 million in capital commitments across private equity, private credit, and real estate strategies. His work at Carlyle provided comprehensive exposure to institutional capital sourcing, complex product positioning, and evergreen and interval fund dynamics.

Prior to Carlyle from June 2021 to December 2022, Mr. Bressman worked in institutional sales at EF Hutton, where he executed over $150 million in third-party capital raises for institutional investors across diverse types of transactions including IPOs, private placements, SPACs, registered direct offerings, and secondary offerings. He previously held an Investment Banking role at EF Hutton, where he executed over $1 billion in banking transactions across capital markets, SPACs, and M&A advisory in multiple sectors. In these roles, he focused on company valuation, industry analysis, financial modeling, and transaction execution.

Mr. Bressman holds a Bachelor of Arts in International Studies with a sub-plan in Political Economic Development from the University of Michigan and a Professional Certificate in Financial Accounting from Harvard Business School Online. He holds the SIE, Series 7, and Series 63 securities licenses.

Our Board of Directors

Joshua Jagid, our Chairman and Chief Executive Officer, and Jack Bressman, our Chief Operating Officer and Chief Financial Officer, serve on the Company’s Board of directors. See “Our Management Team” above for biographical information concerning Mr. Jagid and Mr. Bressman.

Luisa Ingargiola will be appointed as a director of the Company and Chair of our Audit Committee upon the commencement of trading of our units on Nasdaq. Since February 2017, Ms. Ingargiola has served as the Chief Financial Officer of Avalon GloboCare Corp. (NASDAQ: ALBT). In addition to her executive role, Ms. Ingargiola currently serves on the board of directors of several public companies, including Dragonfly Energy (NASDAQ: DFLI), where she has served as a Lead Independent Director and Chair of the Audit Committee since [*] 2021, and Fuel Green PLC (OTCQB: HTOO), where she has served as a director and Chair of the Audit Committee since February 2025. Previously, she served as director and Chair of Audit Committee of Electra Meccanica (NASDAQ: SOLO) from March 2018 to March 2024, as director and Audit Committee Chair of XOS Inc. (NASDAQ: XOS) from March 2024 to June 2025 and a director of AgEagle Aerial Systems Inc. (NYSE: UAVS) from March 2019 to November 2022. Ms. Ingargiola holds a Bachelor of Business Administration in Accounting and Finance from the Questrom School of Business at Boston University and a Master’s degree from the University of South Florida.

David Pfeffer will be appointed as a director of the Company upon the commencement of trading of our units on Nasdaq. Mr. Pfeffer has over 30 years of experience in diverse roles in financial services; leading companies, developing and executing strategy, building businesses up from the ground floor and driving innovation to grow in today’s ultra-competitive and dynamic global economy. Mr. Pfeffer is currently CEO of Brick Citi Capital, LLC, an investment services and business advisory firm founded in 2019. He has also served as Director and Audit Committee Chair of Atlantic International Corp. since June 2024, having served in the same role with SeqLL Inc., the predecessor of Atlantic, since October 2018. Previously, he was Executive Vice President and Chief Financial Officer of Oppenheimer Funds, a global asset manager, from 2004 to 2019. He was a Management Director on the Oppenheimer Funds, Inc. board and President of Oppenheimer Funds Harbourview Asset Management. From 2009 to 2019, Mr. Pfeffer served as an Independent Director at ICI Mutual Insurance Co., including a role as Audit Committee Chairman. From 2000 to 2004, Mr. Pfeffer worked as Institutional Chief Financial Officer and Director at Citigroup Asset Management. Mr. Pfeffer was at J.P. Morgan from 1984 to 2000, where he gained significant international experience serving as Chief Financial Officer and Director of JPM Brazil for five years in São Paulo and supported JPM’s international businesses during his 16 year tenure there. Mr. Pfeffer worked as a public accountant at Ernst & Whinney (now Ernst & Young) from 1981 to 1984. Mr. Pfeffer is currently serving on the Board of Directors and as Chairman of the Audit Committee of Atlantic International Corp. Mr. Pfeffer is a Certified Public Accountant, a Chartered Global Management Accountant and has his FINRA Series 99 Operations Professional license. He graduated Cum Laude from the University of Delaware with a B.S. in Accounting.

Kyle Miller will be appointed as a director of the Company upon commencement of trading of our units on Nasdaq. Kyle Miller has extensive experience in mergers and acquisitions, corporate development, strategic partnerships, and technology-enabled financial services, with particular expertise in insurance distribution. Mr. Miller currently

serves as Chief M&A Partnership Officer at EP Wealth Advisors, a leading national registered investment adviser headquartered in Torrance, California. As of March 31, 2026, EP Wealth Advisors had more than $44.1 billion in assets under management across 62 offices in 22 states. In his role, Mr. Miller leads the firm’s M&A partnership strategy, including sourcing, evaluating, structuring, and executing strategic transactions across the independent wealth management sector.

Prior to joining EP Wealth Advisors, Mr. Miller spent eight years at Acrisure, a global insurance brokerage and fintech platform, where he served as Vice President of Mergers and Acquisitions. During his tenure at Acrisure, Mr. Miller was a deal lead on more than 160 acquisitions, contributing to Acrisure’s significant expansion and enterprise value growth. His experience included sourcing, evaluating, negotiating, and executing transactions involving insurance agencies, brokerage platforms, and other distribution-oriented financial services businesses.

Mr. Miller’s career has focused on highly acquisitive, founder-led platforms operating in fragmented markets, including insurance distribution, wealth management, and technology-enabled financial services. He has developed significant expertise in assessing transaction economics, valuation, cultural and strategic fit, post-closing integration, producer and advisor retention, recurring revenue durability, and the use of technology, data, and automation to improve operating leverage and support scalable growth.

Number and Terms of Office of Officers and Directors

We shall have a board of directors consisting of not less than one person provided however that, subject to the requirement to have at least one director, the directors may from time to time fix the maximum and minimum number of directors to be appointed by resolution of the board of directors.

Our board of directors may be divided into three classes, Class I, Class II and Class III. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the board of directors. At the first annual general meeting of the company, the term of office of the Class I Directors shall expire and Class I Directors shall be elected for a full term of three (3) years. At the second annual general meeting of the company, the term of office of the Class II Directors shall expire and Class II Directors shall be elected for a full term of three (3) years. At the third annual general meeting of the company, the term of office of the Class III Directors shall expire and Class III Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of the Company, Directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms expire at such annual general meeting. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares entitled to vote and voted for the appointment of directors can appoint all of the directors.

Luisa Ingargiola and Joshua Jagid have each been appointed as a Class III director, David Pfeffer and Jack Bressman have each been appointed as a Class II director and Kyle Miller has been appointed as a Class I director.

The office of a director shall be vacated if (a) the director gives notice in writing to the company that he resigns the office of director; (b) the director absents himself (for the avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of director without special leave of absence from the directors, and the directors pass a resolution that he has by reason of such absence vacated office; (c) the director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; (d) the director is found to be or becomes of unsound mind; or (e) all of the other directors (being not less than two in number) determine that he should be removed as a director for cause (and not otherwise).

Any or all of the directors may be removed from office at any time by an ordinary resolution, which may be passed (a) by a simple majority of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled; or (b) in writing by all of the shareholders entitled to vote on such matter at a general meeting of the company (or such lower threshold as may be allowed under the Companies Act from time to time). Prior to the consummation of an initial business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment and removal of directors. Our board of directors may, by a vote of a majority of our directors then in office, appoint any person to be a director, either to fill a vacancy or as an additional director. This provision of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed (a) by a majority of at least 90% of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has

been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled; or (b) in writing by all of the shareholders entitled to vote at a general meeting of the company (or such lower threshold as may be allowed under the Companies Act from time to time).

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of the trading of our units on Nasdaq, we expect to have four “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that David Pfeffer and Luisa Ingargiola are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

As of the date of this prospectus, none of our officers has received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor $10,000 per month for office space, utilities and secretarial and administrative and support services provided to us and members of our management team. As more fully discussed in the section of this prospectus entitled “The Offering — Limited payments to insiders”, our sponsor, officers and directors, or any affiliate of theirs, will be entitled to certain payments including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We may pay cash compensation to our independent directors for services rendered to us. Additionally, we may pay consulting, success, advisory, or finder’s fees to our sponsor, our officers or directors, our advisors, or affiliates thereof in connection with the consummation of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Upon the commencement of the trading of our units on the Nasdaq, our board of directors will establish two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below.

Audit Committee

Upon the commencement of the trading of our units on the Nasdaq, our board of directors will establish an audit committee of the board of directors Luisa Ingargiola, David Pfeffer and Kyle Miller will serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Luisa Ingargiola, David Pfeffer and Kyle Miller are each independent.

Luisa Ingargiola will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Luisa Ingargiola qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:

• assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

• pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Upon the commencement of the trading of our units on the Nasdaq, our board of directors will establish a compensation committee of our board of directors. The members of our compensation committee will be David Pfeffer and Luisa Ingargiola. David Pfeffer will serve as chair of the compensation committee. Under the Nasdaq listing standards and

applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. David Pfeffer and Luisa Ingargiola are each independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

• reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605I(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees David Pfeffer and Luisa Ingargiola. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Clawback Policy

We will adopt a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.

Code of Ethics

Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics as an exhibit to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s website atwww.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Duties of directors

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended articles of association, as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

• The term of office of this director shall begin upon the date of commencement of the trading of our units on Nasdaq.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the articles of association or alternatively by shareholder approval at general meetings.

Our amended and restated memorandum and articles of association provide that a director may be or become a director or other officer of or otherwise interested in any company promoted by the company or in which the company may be interested as a shareholder, a contracting party or otherwise, and no such director shall be accountable to the company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company. Our amended and restated memorandum and articles of association further provide that no person shall be disqualified from the office of director or prevented by such office from contracting with the company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any director shall be in any way interested be or be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by or arising in connection with any such contract or transaction by reason of such director holding office or of the fiduciary relationship thereby established. A director shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

Furthermore, our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law, none of the sponsor or any individual serving as a director or an officer (“Management”) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by applicable law, the Company renounces in its amended and restated memorandum and articles of association any interest or expectancy of the company in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for Management, on the one hand, and the Company, on the other or (b) the presentation of which would breach an existing legal obligation of a member of Management to any other entity. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its shareholders for breach of any fiduciary duty as a shareholder, director and/or officer solely by reason of the fact that such person pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company. Except as provided elsewhere in the amended and restated memorandum and articles of association, to the fullest extent permitted by applicable law the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a director and/or officer who is also a member of Management acquires knowledge.

Potential investors should also be aware of the following other potential conflicts of interest:

• Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private units in a transaction that will close simultaneously with the closing of this offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights (if any) with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and the private shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private units will expire worthless. Furthermore, our sponsor, officers and directors have agreed

not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

• our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,625,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.002 per share) and the $2,600,000 purchase price for the private units (or $10.00 per unit), which may be exercised on a cashless basis. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private warrants.

• certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

• In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination.

• Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination.

• We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our sponsor, officers or directors, advisor, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and private shares, and they and the other members of our management team have agreed to vote their founder shares, private shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors (each an “Indemnified Person”) will, to the fullest extent permitted by law, be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default. No Indemnified Person shall be liable to the company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect. |Our amended and restated memorandum and articles of association will expressly provide that each shareholder of the Company specifically agrees to waive any claim or right of action such shareholder might have, whether individually or by, or in, the right of the Company, against any director or officer in connection with new or competing merger bids or proposals which are proffered to the board at any time after the execution of a definitive agreement concerning a business combination provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such director or officer.

In addition, we expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.