JAB Acquisition Corp I
Filed May 19, 2026.
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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
Proposed Business
We are a blank check company incorporated on March 10, 2026 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business. We will seek to acquire one or more businesses with an aggregate enterprise value of [$700] million or greater, although, if we believe it is in the best interests of our shareholders, we may pursue a business combination with a target below that size.
We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination. Not only does our management team bring a combination of operating, investing, financial and transactional experience, but members of our management team have also worked closely together in the past at multiple operating companies and have successfully identified and closed two special purpose acquisition company (“SPAC”) business combinations. Our team has broad sector knowledge though their collective involvement across a variety of industries, as well as extensive global capital markets experience, with local and cross-border capabilities allowing access to different sectors of the capital markets.
Our Management Team
Our management team is led by Joshua Jagid, Chairman and Chief Executive Officer, and Jack Bressman, our Chief Operating Officer, Chief Financial Officer and a director.
See“Management — Officers, Directors and Director Nominees,”for information concerning our officers’ biographies.
Our Board of Directors
Our board of directors will include five members upon the commencement of trading of the units on Nasdaq. The board will be led by Joshua Jagid, Jack Bressman, Luisa Ingargiola, David Pfeffer and Kyle Miller. Each board member brings diversity of experience, perspective and industry contacts that when combined create a distinguished board of directors.
See“Management — Officers, Directors and Director Nominees,”for information concerning our directors and director nominees’ biographies.
Sponsor Information
Our sponsor is a Delaware limited liability company, which was recently formed on February 24, 2026 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company. Joshua Jagid is the manager of our sponsor, JAB Acquisition Sponsor I, LLC.
The following table sets forth the beneficial ownership of our Class A ordinary shares as of the date of this prospectus by each member of our management team, including the officers, directors, and director nominees:
| Joshua Jagid, CEO, Chairman | 1,314,282 | (1) |
|---|---|---|
| Jack Bressman COO, CFO and Director | 657,221 | (1) |
| Louisa Ingargiola – director nominee | 35,000 | |
| David Pfeffer – director nominee | 30,000 | |
| Kyle Miller – director nominee | 30,000 |
(1) Represents this person’s proportionate interest in the Sponsor’s ordinary Shares. However, does not include 173.33 private placement Shares and Warrants to be issued to Joshua Jagid and 80.66 private placement Shares and Warrants to be issued to Jack Bressman upon completion of the private placement.
The following table sets forth the payments to be received by our promoters and our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:
| Entity/Individual | Amount of Compensation to be Received or Securities Issued or to be Issued | Consideration Paid or to be Paid |
|---|---|---|
| JAB Acquisition Sponsor I, LLC | 8,571,429 Class B ordinary shares(1) | $25,000 |
| private placement units to be purchased simultaneously with the closing of this offering | ||
| $10,000 per month to an affiliate of the sponsor, commencing on the first date on which our securities are listed on the Nasdaq | Office space, utilities and secretarial and administrative support services | |
| Up to $300,000 | Repayment of loans made to us to cover offering related and organizational expenses | |
| Up to $600,000 in working capital loans, which loans may be converted into units (issued on substantially equivalent terms to the private units) of the post-business combination entity at the price of $10.00 per unit | Working capital loans to finance transaction costs in connection with an initial business combination | |
(1) Assumes the full forfeiture of 1,285,714 founder shares and no exercise of the underwriters’ over-allotment option.
The nominal purchase price paid by our sponsor for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. See the section titled“Dilution” for more information. See the sections titled“Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination,” “Risk Factors — Since our sponsor, officers and directors, and any other holders of our founder shares, including any non-managing sponsor members, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination,” and“Management — Conflicts of Interest”for more information.
| Entity/Individual | Amount of Compensation to be Received or Securities Issued or to be Issued | Consideration Paid or to be Paid |
|---|---|---|
| Joshua Jagid, CEO | 1,314,282 founder shares (indirect ownership through sponsor non-membership) | Nominal price of $.002 per share |
| Jack Bressman, COO and Interim CFO | 657,221 founder shares (indirect ownership through sponsor non-membership) | Nominal price of $.002 per share |
| JAB Acquisition Sponsor I, LLC, our officers, directors, advisor or our or their affiliates | Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination | Services in connection with identifying, investigating and completing an initial business combination |
| Holders of Class B ordinary shares | Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio | Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion |
| Entity/Individual | Amount of Compensation to be Received or Securities Issued or to be Issued | Consideration Paid or to be Paid |
|---|---|---|
| JAB Acquisition Sponsor I, LLC, our officers, directors, advisor or our or their affiliates | Finder’s fees, advisory fees, consulting fees, or success fees | Any services 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 may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a fee in an amount that constitutes a market standard for comparable transactions |
| D. Boral Capital LLC | 1,000,000 representative shares (as defined below) | Underwriter compensation in connection with this offering |
| And $1,000,000 in cash plus 7% deferred underwriting commissions (not exceeding $3,000,000) |
Pursuant to (i) a letter agreement to be entered into among us, our sponsor, directors and officers and (ii) the underwriting agreement between us and the representative, each has agreed to restrictions on its ability to transfer, assign, or sell the founder shares (and any Class A ordinary shares issuable upon conversion thereof), the private units and representative shares, as summarized in the table below.
| Subject Securities | Expiration Date | Natural Persons and EntitiesSubject to Restrictions | Exceptions to Transfer Restrictions |
|---|---|---|---|
| Private units (including component securities as well as any securities underlying those component securities) | Closing of our initial business combination | JAB Acquisition Sponsor I, LLC | The securities are not transferable or saleable except in each case (a) to the subscriber’s officers or directors, any affiliates or family members of any of the Subscriber’s officers or directors, any members of the sponsor, or any affiliates of the sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the State of New York or Subscriber’s partnership agreement in the event of a subscriber’s liquidation; (f) in the event of the Company’s liquidation prior to the consummation of a Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the sponsor and the Subscriber with respect to such securities. |
| Subject Securities | Expiration Date | Natural Persons and EntitiesSubject to Restrictions | Exceptions to Transfer Restrictions |
|---|---|---|---|
| Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants | Closing of the initial business combination. | JAB Acquisition Sponsor I, LLC | The lock-up period pursuant to the letter agreement can be waived with the prior written consent of D. Boral Capital. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private units pursuant to the letter agreement described in the immediately preceding paragraphs. |
| Representative shares | The completion of the initial business combination | D. Boral Capital | The lock-up period pursuant to the underwriting agreement can be waived with our prior written consent. See “Underwriting (Conflicts of Interest — Representative Shares.” Subject to FINRA rules, D. Boral Capital may transfer the representative shares in a Permitted Transfer. |
| The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of FINRA’s Conduct Rules. | D. Boral Capital | Subject to FINRA rules, the securities are not transferable or saleable except to (i) the representative or an underwriter or selected dealer in connection with this offering, (ii) a bona fide officer, partner, registered person or affiliate of the representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the SEC. |
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. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.
Business Strategy
Our acquisition strategy focuses on identifying and acquiring a business that aligns with and enhances the extensive expertise of our management team. We will leverage our sponsor’s robust network and our management team’s comprehensive industry relationships as a leader in SPAC advisory and investment banking to generate a pipeline of compelling business combination opportunities. Following the completion of this offering, our management team will immediately commence a disciplined process of target identification, due diligence, and transaction evaluation.
Our management team, in collaboration with D. Boral Capital, and their respective affiliates, brings proven expertise in:
identifying, structuring, and executing strategic business acquisitions and divestitures;
successfully closing transactions in varying economic climates and market conditions across multiple jurisdictions;
cultivating and maintaining relationships with business owners, institutional investors, and executive leadership teams;
orchestrating complex transaction negotiations across diverse business environments;
securing strategic capital partnerships and navigating financial markets;
providing operational leadership, developing effective corporate strategies, and attracting and developing exceptional talent;
implementing post-acquisition integration strategies and synergy realization plans; and
driving sustainable growth through strategic initiatives, operational improvements, and calculated geographic and product line expansions.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our officers and directors to identify and acquire a business or businesses consistent with the experience of our management team and affiliates of our sponsor. We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will focus on these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.
Companies with an attractive competitive position
Companies with knowledgeable management teams with a proven track record and relevant industry experience
Companies with high revenue growth or the potential for high revenue growth
Companies with the ability to generate future profits and free cash flows
Companies with scalability across multiple geographies
Companies that benefit from being a publicly traded company
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We may decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
Competitive Strengths
Distinguished Leadership Team with Extensive Public Market & SPAC Transaction Experience.
Our leadership team brings extensive expertise in identifying, scaling, and growing companies, combined with deep capital markets and SPAC transaction experience. Joshua Jagid, our Chief Executive Officer and Chairman, is an accomplished entrepreneur with decades of experience founding, building, and scaling businesses across performance marketing, customer acquisition, and data-driven services. Mr. Jagid co-founded Intersections Inc., which completed its IPO on Nasdaq in 1999 and grew to serve millions of consumers before his 2000 exit. He has since founded and scaled multiple technology and marketing platforms that he successfully exited, demonstrating a consistent ability to identify scalable business models and create shareholder value. Jack Bressman, our Chief Operating Officer, brings complementary capital markets expertise, having executed significant public market transactions at EF Hutton, including dozens of SPACs. Mr. Bressman developed a track record of sourcing capital and building relationships with institutional investors, including registered investment advisors and family offices, at The Carlyle Group. Most recently, Mr. Bressman supported senior leadership at Atlantic Acquisition Corp on a large-scale merger, gaining end-to-end exposure to the acquisition process from early evaluation through late-stage negotiation.
Our Board brings deep and active expertise in SPAC transactions, public markets, and financial operations. Luisa Ingargiola, an independent Board Director and Audit Committee Chair, has served as Chief Financial Officer of Avalon GloboCare (Nasdaq: ALBT) since 2017 and currently serves as Board Director on six publicly traded companies, including multiple special purpose acquisition companies and post-SPAC combination businesses across diverse sectors. She successfully navigated MagneGas (Nasdaq: MNGA) from OTC to Nasdaq as CFO and Co-Founder, providing firsthand experience in guiding emerging companies through public market transitions and capital markets execution. Her current service on multiple SPAC boards provides ongoing exposure to deal sourcing, target evaluation, and business combination structuring.
David Pfeffer, also an independent Board Director, brings over 30 years of financial services leadership and institutional capital markets expertise. Mr. Pfeffer served as Executive Vice President and Chief Financial Officer of Oppenheimer Funds, a global asset manager with $285 billion+ in assets under management, from 2004 to 2019, where he managed complex capital structures, institutional relationships, and strategic capital deployment. He also served as Chief Financial Officer and Director of J.P. Morgan’s Brazil operations, gaining international transaction and regulatory expertise, and currently serves as CEO of Brick Citi Capital, an investment services and business advisory firm. Mr. Pfeffer also serves as an independent director and Audit Committee Chair of Atlantic International Corp.
Kyle Miller, also an independent director, 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.
We believe that our combination of active SPAC board participation, deep public company financial and operational experience, institutional investor relationships, and governance oversight positions our leadership and board to identify attractive acquisition targets and execute compelling de-SPAC transactions.
A proven track record identifying and scaling acquisition targets in competitive markets
Joshua Jagid has approximately 30 years of experience founding and scaling businesses in competitive markets, which has equipped him with a refined ability to recognize the fundamental characteristics of companies positioned for growth. His track record of identifying emerging opportunities and building market positions informs JAB’s approach to target evaluation. He understands the operational leverage points, capital efficiency metrics, and management team dynamics that differentiate sustainable businesses from those facing structural headwinds. Jack Bressman brings complementary transaction expertise from his experience executing SPAC transactions and overseeing de-SPAC processes while at EF Hutton. Mr. Bressman’s experience at Atlantic Acquisition Corp provided deep insight into deal dynamics, capital sourcing mechanics, and the practical execution requirements of complex public market transactions.
Luisa Ingargiola’s extensive engagement with public company boards, including multiple SPAC and post-SPAC combinations, provides deep insight into the operational and financial characteristics that determine whether emerging growth companies successfully navigate the transition to public markets. Her experience evaluating companies across diverse sectors positions her to identify targets with the organizational maturity, management depth, and financial discipline necessary for long-term public company performance.
David Pfeffer’s decades leading institutional capital at Oppenheimer Funds and his current role as CEO of Brick Citi Capital have positioned him within networks of institutional investors, family offices, and alternative asset managers who are active in evaluating and identifying acquisition opportunities. These relationships provide JAB with direct intelligence on companies being evaluated by institutional capital sources and insight into which targets are attracting investor interest. His experience in international capital markets through his J.P. Morgan Brazil role expands JAB’s visibility into cross-border transaction opportunities and provides access to deal intelligence across global markets.
Kyle Miller’s extensive experience in mergers and acquisitions, corporate development, strategic partnerships, and technology-enabled financial services provides excellent background for sourcing, developing and structuring candidates that may transition to a public entity.
We believe that this combination of entrepreneurial judgment, hands-on public company experience, and institutional capital markets perspective positions our leadership and board to identify acquisition targets with attractive growth profiles, strong management teams, and clear paths to value creation in the public markets.
Deep networks and strategic relationships across public markets and institutional capital
Joshua Jagid’s long history of founding and scaling businesses has cultivated deep relationships across performance marketing, customer acquisition, and technology-enabled services channels across numerous sectors. His extensive track record of building partnerships with strategic stakeholders, including large financial institutions and enterprise customers, positions JAB with direct access to potential acquisition targets and industry intelligence. His networks provide visibility into emerging companies with strong growth profiles and the management teams necessary to succeed in public markets.
Luisa Ingargiola’s current service on six publicly traded company boards, including multiple SPACs and post-SPAC combinations, provides her with real-time visibility into deal dynamics, target evaluation processes, and market trends across diverse industries. Her board positions create direct access to management teams, investors, and advisors active in the de-SPAC ecosystem. Her reputation as a trusted CFO and board member in public markets positions her as a preferred partner for companies considering business combinations and provides JAB with early intelligence on potential opportunities.
David Pfeffer’s experience in diverse roles in financial services have positioned him within networks of institutional investors, family offices, and alternative asset managers who are active in evaluating and identifying investment opportunities. These relationships provide JAB with direct intelligence on companies being evaluated by institutional capital sources and insight into which targets are attracting investor interest. His experience in international capital markets through his J.P. Morgan Brazil role expands JAB’s visibility into cross-border transaction opportunities and provides access to deal intelligence across global markets.
Kyle Miller’s current position as Chief M&A Partnership Officer at EP Wealth Advisors, a leading national registered investment adviser, provides him with a vast network of potential merger candidates in fragmented markets including insurance distribution, wealth management and technology-enabled financial services.
Collectively, our leadership and board leverage these deep networks to maintain continuous access to proprietary deal flow, benefit from early intelligence on emerging opportunities in our target sectors, and maintain relationships with the institutional capital providers essential to executing successful de-SPAC transactions. Our position within multiple ecosystems — entrepreneurial technology, SPAC advisory, public company governance, and institutional capital markets — we believe enables us to identify and evaluate acquisition targets before they are broadly marketed and to structure transactions that align the interests of all parties involved.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.
Initial Business Combination
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to
bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against an initial business combination, or whether they do not vote or abstain from voting on the initial business combination. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, 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). The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
We have until the date that is 12 months from the closing of this offering, with no more than two (2) three-month extention periods at the option of the sponsor by depositing an additional $0.10 per share then outstanding for each three-month period into the trust account (as may be extended by shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination) or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 21-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law.
If we are unable to complete our initial business combination within the completion window and do not hold a shareholder vote to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, or by such earlier liquidation date as our board of directors may approve, from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable, if any, and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (whether or not the over-allotment option is exercised), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.
If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. We do not expect that it will be necessary to extend the time period to consummate our initial business combination beyond 18 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private units will be worthless.
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or non-managing sponsor members, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor members. 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.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private units following this offering and, accordingly, 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. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the completion window, the founder shares and private units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of 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.
Each of our officers and directors may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.
In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.
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.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Sourcing of Potential Business Combination Targets
We believe our management team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our management team and our advisor have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team and advisor sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions.
This network has provided our management team with a flow of referrals that has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us important sources of investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.
We have not contacted any of the prospective target businesses that our management team in their prior SPACs had considered and rejected as target businesses to acquire. However, we may contact such targets subsequent to the closing of this offering if we become aware that such targets are interested in a potential initial business combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial 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 non-managing sponsor members, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor members. 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.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private units following this offering and, accordingly, 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. Further, each of 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.
Each of our officers and directors may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, 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 us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed initial business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial business combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30 th.
In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Financial Position
With funds available for a business combination initially in the amount of $150,000,000 assuming no redemptions (or $172,500,000 assuming no redemptions and if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.