JAB Acquisition Corp I
Filed May 19, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed May 19, 2026
Contents
Principal Shareholders
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
each of our officers, directors and director nominees; and
all our officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private warrants or rights as these warrants are not exercisable within 60 days of the date of this prospectus.
On March 19, 2026, our sponsor purchased, and the Company issued to the sponsor, 9,857,143 Class B ordinary shares for an aggregate purchase price of $25,000 (up to 1,285,714 of which are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised). Following and as a result of that capitalization and issuance of additional founder shares, the sponsor is deemed to have purchased the founder shares for $0.002 per share.
Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 17,250,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent approximately 35% of the outstanding ordinary shares following the closing of the IPO (exclusive of any Class A ordinary shares that are included in the private units). To the extent the over-allotment option is not exercised, the founder shares shall be surrendered by the sponsor for no consideration so that the sponsor will own approximately 35% of our outstanding ordinary shares following the closing of this offering (exclusive of any Class A ordinary shares that are included in the private units). Accordingly, up to 1,285,714 of the founder shares may be surrendered by the sponsor in connection with the closing of this offering. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that 1,285,714 founder shares have been surrendered to us for no consideration, and that there are 15,000,000 ordinary shares issued and outstanding after this offering.
| Name and Address of Beneficial Owner(1) | Number of Class A Ordinary Shares Beneficially Owned(2) | Approximate Percentage of Ordinary Shares Beneficially Owned Before Offering | Number of Class B Ordinary Shares Beneficially Owned(3) | Approximate Percentage of Ordinary Shares Beneficially Owned After Offering |
|---|---|---|---|---|
| Shares · % · Shares · % | ||||
| Directors, Director Nominees, and Executive Officers: | ||||
| Joshua Jagid(1) | — | 1,314,282 | (4) | |
| Jack Bressman(1) | — | 657,221 | (4) | |
| Luisa Ingargiola 736 Harbor Palms Court Palm Harbor, FL 34683 | 35,000 | * | — | |
| David Pfeffer c/o SeqLL, Inc. 3 Federal Street Billerica, MA 01821 | 30,000 | * | — | |
| Kyle Miller 714 Forest Ave. Wilmette, IL 60091 | 30,000 | |||
| All officers, directors and director nominees as a group (five individuals) | 95,000 | * | 1,971,503 | |
| 5% Holders: | ||||
| JAB Acquisition Sponsor I, LLC(3)(4) | 9,857,143 | |||
- Less than one percent of the issued outstanding shares.
(1) Unless otherwise noted, the business address of each of the following is c/o JAB Acquisition Corp I, 270 Sylvan Ave, Suite 2230, Englewood Cliffs, NJ 07632.
(2) Includes 1,000,000 representative shares, classified as Class A ordinary shares.
(3) Interests shown consist solely of 9,857,143 founder shares, classified as Class B ordinary shares, and 260,000 private placement shares, which are classified as Class A ordinary shares. The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(4) Represents this person’s proportionate interest in the sponsor’s shares. However, does not include 173.33 private placement shares and warrants to be issued to Joshua Jagid and 86.66 private placement shares and warrants to be issued to Jack Bressman upon completion of the private placement.
(5) JAB Acquisition Sponsor I, LLC is the record holder of the 9,857,143 founder shares reported herein before closing of the offering, which includes up to 1,285,714 founder shares that will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised and 260,000 private placement shares reported herein after closing of the offering. Joshua Jagid is the manager of JAB Acquisition Sponsor I, LLC. The investment and voting decisions for JAB Acquisition Sponsor I, LLC are made by the manager and such manager is deemed a beneficial owner of securities held by JAB Acquisition Sponsor I, LLC.
Immediately after this offering, our initial shareholders (assuming they do not purchase any units in this offering) will beneficially own approximately 35% of the outstanding ordinary shares following the closing of the IPO (exclusive of any Class A ordinary shares that are included in the private units). Prior to or in connection with the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination.
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 260,000 private units, at a price of $10.00 per unit, or $2,600,000 in the aggregate, in a private placement that will occur simultaneously with the closing of this offering.
The private units will be identical to the units sold in this offering except that the private units (including the component securities as well as any securities underlying those component securities) (i) are locked-up until the completion of our initial business combination, (ii) will be entitled to registration rights, (iii) the Class A ordinary shares included as a component of the private units will not be entitled to redemption rights, and (iv) for as long as D. Boral Capital or any of its related persons beneficially own the private warrants included as a component of the private units, such private warrants will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A). A portion of the purchase price of the private units will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $15,000,000 (or $17,250,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within the completion window, the private units will expire worthless. The private units are subject to the transfer restrictions described below.
JAB Acquisition Sponsor I, LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
Restrictions on Transfers of Founder Shares and Private Units
The founder shares and any securities issued upon conversion thereof are subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team. Those lock-up provisions provide that the founder shares are not transferable or saleable until the completion of our initial business combination. The private units (including any component securities thereof and any securities underlying those component securities) are locked up until the closing of the initial business combination.
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private units (including the component securities as well as any securities underlying those component securities), which will be issued in a private placement simultaneously with the closing of this offering, (iii) units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans and (iv) representative shares issued to the representative in connection with this offering will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering.
Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $600,000 of working capital loans are converted into private units, we will be obligated to register up to 3,260,000 Class A ordinary shares. The number of Class A ordinary shares includes (i) 9,857,143 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 260,000 Class A ordinary shares underlying the private units, (iii) 260,000 Class A ordinary shares underlying the private warrants, (iv) 600,000 Class A ordinary shares underlying the units issued upon conversion of working capital loans, (v) 600,000 Class A ordinary shares underlying the working capital warrants and (iv) 1,000,000 representative shares (whether or not the over-allotment is exercised) issued to the representative as compensation in connection with this offering. In addition, we will also be obligated to register up to 430,000 warrant shares, consisting of 130,000 private placement warrant shares and 300,000 working capital warrant shares.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding anything to the contrary, D. Boral Capital may not make a demand on more than two occasions and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. D. Boral Capital and its related persons may not, with respect to the private warrants (and the shares that are issuable upon exercise of the private warrants) included on the private units purchased by JAB Acquisition Sponsor I, LLC, (i) have more than one demand registration right at our expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the registration statement of which this prospectus forms a part, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the registration statement of which this prospectus forms a part, as long as D. Boral Capital or any of its related persons are beneficial owners of private warrants. In addition, D. Boral Capital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements except that, with respect to D. Boral Capital, we will only bear such expenses on one occasion.
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