Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March, 19 2026, our sponsor JAB Acquisition
Sponsor I, LLC purchased, and the Company issued to the sponsor, 9,857,143 Class B ordinary shares for an aggregate purchase price
of $25,000, of which 1,285,714 Class B ordinary shares are subject to forfeiture in the event the over-allotment option is not exercised.
The sponsor is deemed to have purchased the founder shares for $0.002 per share. Such securities were issued in connection with our organization
pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares
outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,107,143 units
if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent approximately
35.0% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the private
units). Up to 1,285,714 of these shares will be surrendered for no consideration depending on the extent to which the underwriters’
over-allotment is exercised. No Class B ordinary shares were forfeited in connection with the Initial Public Offering, as the underwriters
fully exercised the over-allotment option.
Our sponsor is an accredited investor for purposes
of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of
Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering.
Our sponsor purchased from us an aggregate of 260,000 private units (whether or not the over-allotment option is exercised) at $10.00
per unit, for an aggregate purchase price of $2,600,000. The private units will also be worthless if we do not complete our initial business
combination. This purchase took place on a private placement basis simultaneously with the completion of our initial public offering.
This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were
paid with respect to such sales.
Use of Proceeds
On June 9, 2026, our registration statement on
Form S-1 (File No. 333-296035)(the “Registration Statement”) for our Initial Public Offering (“IPO”) was declared
effective by the SEC. On June 11, 2026, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect
to the ordinary shares included in the Units being offered), including 2,250,000 Units issued pursuant to the exercise of the underwriters’
over-allotment option. The offering was made on a firm commitment basis with D. Boral Capital LLC as managing underwriter. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
Simultaneously with the closing of the IPO, the
Company completed the private sale of 260,000 private units at a price of $10.00 per Unit in a private placement to the Company’s
sponsor, JAB Acquisition Sponsor I, LLC generating gross proceeds to the Company of $2,600,000.
Transaction costs amounted to $3,396,791, consisting
of underwriter’s fees of $1,000,000, fair value of representative shares of $1,240,000 and $1,156,791 of other offering costs.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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