JAB Acquisition Corp I

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “we,” “us,” “Company” or “our Company” are to JAB Acquisition Corp I, a Cayman Islands exempted company;

• “D. Boral Capital” are to D. Boral Capital LLC, the sole book-running manager for the offering;

• “Class A ordinary shares” are to the Class A ordinary shares of par value $0.0001 in the capital of the company;

• “Class B ordinary shares” are to the Class B ordinary shares of par value $0.0001 in the capital of the company;

• “Companies Act” are to the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time;

• “Combined Company” is to JAB Acquisition Corp I and the entity it combines with upon its initial business combination;

• “completion window” are to the period of time (a) commencing on, and including, the closing date of this offering; and (b) ending on either (i) the date that is 12 months after the closing date of this offering (or by extending the initial period for no more than two (2) three-month periods by depositing an additional $0.10 per share then outstanding for each three-month period into the trust account); or (ii) such earlier date as the directors may approve in accordance with the our amended and restated memorandum and articles of association or such later date as our shareholders may approve in accordance with our amended and restated memorandum and articles of association. Our shareholders can vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders (other than our initial shareholders, directors and officers) will be offered an opportunity to redeem their public shares in accordance with our amended and restated memorandum and articles of association;

• “Equity-linked securities”are to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt;

• “founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holders thereof as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

• “initial shareholders” are to our sponsor and any other holders of our shares immediately prior consummation of this offering;

• “Investment Company Act”are to the Investment Company Act of 1940, as amended;

• “management” or our “management team” are to our officers and directors;

• “non-managing sponsor member” means members of the sponsor, who are not affiliated with any member of our management or other members of our sponsor;

• “ordinary resolution” are to resolutions 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);

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;

• “private shares” are to the Class A ordinary shares included in the private units;

• “private units” or “private placement units” are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering;

• “private warrants” are to the warrants included in the private units;

• “public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “public shareholders” are to the holders of our public shares, including our initial shareholders, our management team and any non-managing sponsor members to the extent our initial shareholders, members of our management team or any non-managing sponsor members purchase public shares, provided that the each initial shareholder’s, member of our management team’s or any non-managing sponsor members’ status as a “public shareholder” will only exist with respect to such public shares;

• “public warrants” are to the warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “rights” are to the rights which are being sold as part of the units in this offering and in the private placement to the sponsor;

• “representative shares” are to the 1,000,000 Class A ordinary shares to be issued to the underwriters or their designees upon the closing of this offering as compensation in connection with this offering;

• “SPACs” are to special purpose acquisition companies;

• “Special resolution” are to resolutions passed in accordance with the Companies Act and our amended and restated memorandum and articles of association, being a resolution: (a) passed by a majority of at least two-thirds (or such other threshold as may be specified under the Companies Act from time to time), other than with respect to amending either of articles 30.1 or 48.2 of our amended and restated memorandum and articles of association (except where such amendment is proposed in respect of the consummation of our initial business combination) where such majority shall be at least ninety per cent (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) approved 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);

• “sponsor” are to JAB Acquisition Sponsor I, LLC, a Delaware limited liability company, which was recently formed to serve as the sponsor of our company, as further discussed under “Our Sponsor” below;

• “taxes payable” are to any taxes applicable to us, provided, however, that the proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other similar fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacks by our company;

• “trust account” is a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, where substantially all of the proceeds from the sale of the units in this offering and the sale of the private units will be deposited.

• “underwriters’ option to purchase additional units” are to the underwriters’ 45-day option to purchase up to an additional 2,250,000 units to cover over-allotments, if any;

• “warrants” are to our public warrants, private warrants and working capital warrants, if any;

• “warrant exercise date” are to the date on which the warrants will become exercisable, which is the later of (a) 12 months from the date hereof, or (b) the completion of our initial business combination;

• “warrant expiration date” are to the date on which the warrants expire, which is five years after the completion of our initial business combination or earlier upon redemption or liquidation; and

• “working capital warrants” are to the warrants that are components of the units issuable upon conversion of working capital loans.

Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

OUR COMPANY

We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company March 10, 2026 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 specific business combination target and neither we nor anyone on our behalf has engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination.

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 $200 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.

Our Management Team

Our management team is led by Joshua Jagid, our Chairman and Chief Executive Officer, and Jack Bressman, our Chief Operating Officer, Interim Chief Financial Officer and a director.

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, Interim 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.

Board Of Directors

Joshua Jagid, our Chairman and Chief Executive Officer and Jack Bressman, our Chief Operating Officer and Interim 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 the chair of our audit committee upon the commencement of trading of our securities 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 June 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 securities 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. With respect to the above, past performance of our management team or any of their respective affiliates is not a guarantee of (i) success with respect to a business combination that may be consummated, (ii) the ability to successfully identify and execute a transaction or (iii) the ability to assess the risk of potential transactions. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under“Management — Conflicts of Interest.”

Kyle Miller will be appointed as a director of the Company upon the commencement of trading of our securities on Nasdaq. Mr. 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.

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 industry relationships 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, 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 experience. In particular, we expect to target businesses operating in sectors where our team has deep domain expertise, including technology-enabled services, performance marketing and customer acquisition platforms, digital media and marketplace models, data analytics and AI-driven solutions, and businesses operating in regulated industries such as insurance and financial services.

Within these sectors, we are particularly focused on identifying businesses that operate as technology-enabled customer acquisition and monetization platforms, leveraging data, artificial intelligence, and marketplace dynamics to efficiently match consumer demand with enterprise buyers. These platforms may include, among others, marketing technology and customer data platforms, performance-based digital media businesses, lead generation and demand capture platforms, and transaction-oriented marketplaces that facilitate the pricing, distribution, and optimization of high-intent consumer demand. We believe these business models benefit from strong network effects, scalable unit economics, and increasing demand from enterprises seeking measurable, outcome-based customer acquisition solutions.

We believe our experience in building, scaling, and monetizing customer acquisition platforms, including marketplace-driven and data-enabled models, as well as executing strategic transactions within these sectors, positions us to identify attractive opportunities and create long-term value.

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 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 forms 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. 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 Financial Officer, Chief Operating Officer and a director, 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’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. She 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, Mr. Pfeffer brings 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. Mr. Pfeffer 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, an independent Board Director, brings extensive experience in mergers and acquisitions, corporate development, strategic partnerships, and technology-enabled financial services, with particular expertise in insurance distribution., His experience in sourcing, evaluating, negotiating, and executing transactions involving insurance agencies, brokerage platforms, and other distribution-oriented financial services businesses, expands JAB’s opportunities and provides access to a broad spectrum of companies within Mr. Miller’s area of expertise. At his current position as Chief M&A Partnership Officer at EP Wealth Advisors, he 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.

We believe that our combination of entrepreneurial judgment, hands-on public company experience, 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 with attractive growth profiles, strong management teams, and clear paths to value creation in the public markets and then execute compelling de-SPAC transactions.

We believe that this combination of capital markets perspective positions our leadership and board to identify acquisition targets.

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.

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 (other than our initial shareholders, directors and officers) 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 our shareholders pass an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association approving the business combination. 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 to consummate our initial business combination. We may extend the initial 12-month time period to consummate an initial business combination by no more than two (2) three-month periods by depositing an additional $0.10 per share for each three-month period into the trust account to consummate the initial business combination. If we anticipate that we may be unable to consummate our initial business combination within the completion window, 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 (other than our initial shareholders, directors and officers) will be offered an opportunity to redeem their shares upon the approval or effectiveness of such amendment 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 less 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. In the event of our liquidation and subsequent dissolution, the rights will expire and will be worthless.

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 90% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account, and excluding the amount of any deferred underwriting commissions). 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, or by such earlier liquidation date as our board of directors may approve, 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.

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.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition from other entities having a business objective similar to ours (including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. See “Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.”

Potential Additional Financings

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Sponsor Information

JAB Acquisition Sponsor I, LLC, 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. As of the date of this prospectus, other than Joshua Jagid and Jack Bressman, those persons with a material interest in our sponsor are Jeffrey Jagid, Andrew Bressman, Raymond Jones and Pequod Consulting, LLC.

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:

(1) Assumes the Class B ordinary shares issued as founder shares are converted into Class A ordinary shares on a one-for-one basis and the full forfeiture of 1,285,714 founder shares and no exercise of the underwriters’ over-allotment option.

(1) D. Boral Capital, the sole book-running manager and representative of the underwriters beneficially owns the representative shares

Because our sponsor acquired the founder shares at a nominal price ($0.002 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants or rights included in the units. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See the sections titled“Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”and “Dilution.”

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering (including pursuant to the over-allotment option) and related to or in connection with the consummation of our initial business combination, the ratio at which Class B ordinary shares shall automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, approximately 35% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans made to the company) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination or certain amendments to the Company’s articles of association; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.

If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private warrants would further increase the dilution to our public shareholders.

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.

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 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. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein.

Corporate Information

Our executive offices are located at 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NJ 07632. We are a Cayman Islands exempted company. As a Cayman Islands exempted company, we may apply for and have obtained an undertaking dated March 13, 2026 from the Financial Secretary of the Cayman Islands which prescribes: (a) that no law which is enacted in the Cayman Islands after March 13, 2026 imposing any tax to be levied on profits, income, gains or appreciations shall apply to the company or its operations; and (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: (i) on or in respect of the shares, debentures or other obligations of the company; or (ii) by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Act (Revised). These concessions shall be for a period of 30 years from March 13, 2026.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

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 are held by non-affiliates exceeds $700 million as of the prior June 30 th, 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. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

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.

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.