Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: On March, 19 2026, our sponsor JAB Acquisition
−Removed: Sponsor I, LLC purchased, and the Company issued to the sponsor, 9,857,143 Class B ordinary shares for an aggregate purchase price
−Removed: 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.
+Added: 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.
−Removed: Such securities were issued in connection with our organization
−Removed: pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
−Removed: The number of founder shares
−Removed: outstanding was determined based on the expectation that the total size of this offering would be a maximum of 28,107,143 units
−Removed: if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent approximately
−Removed: 35.0% of the outstanding shares after this offering (not including the Class A ordinary shares that are included within the private
−Removed: Up to 1,285,714 of these shares will be surrendered for no consideration depending on the extent to which the underwriters’
−Removed: over-allotment is exercised.
−Removed: No Class B ordinary shares were forfeited in connection with the Initial Public Offering, as the underwriters
−Removed: fully exercised the over-allotment option.
−Removed: Our sponsor is an accredited investor for purposes
−Removed: of Rule 501 of Regulation D.
−Removed: Each of the equity holders in our sponsor is an accredited investor under Rule 501 of
−Removed: Regulation D.
+Added: 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.
+Added: 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).
+Added: 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.
+Added: No Class B ordinary shares were forfeited in connection with the Initial Public Offering, as the underwriters fully exercised the over-allotment option.
+Added: Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
+Added: 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.
−Removed: Our sponsor purchased from us an aggregate of 260,000 private units (whether or not the over-allotment option is exercised) at $10.00
−Removed: per unit, for an aggregate purchase price of $2,600,000.
−Removed: The private units will also be worthless if we do not complete our initial business
+Added: 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.
+Added: 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.
−Removed: No underwriting discounts or commissions were
−Removed: paid with respect to such sales.
+Added: No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
−Removed: On June 9, 2026, our registration statement on
−Removed: Form S-1 (File No.
−Removed: 333-296035)(the “Registration Statement”) for our Initial Public Offering (“IPO”) was declared
−Removed: effective by the SEC.
−Removed: On June 11, 2026, the Company consummated its IPO of 17,250,000 units (the “Units” and, with respect
−Removed: to the ordinary shares included in the Units being offered), including 2,250,000 Units issued pursuant to the exercise of the underwriters’
−Removed: over-allotment option.
+Added: On June 9, 2026, our registration statement on Form S-1 (File No.
+Added: 333-296035)(the “Registration Statement”) for our Initial Public Offering (“IPO”) was declared effective by the SEC.
+Added: 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.
−Removed: The Units were
−Removed: sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
−Removed: Simultaneously with the closing of the IPO, the
−Removed: 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
−Removed: sponsor, JAB Acquisition Sponsor I, LLC generating gross proceeds to the Company of $2,600,000.
−Removed: Transaction costs amounted to $3,396,791, consisting
−Removed: 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.
+Added: The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
+Added: 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.
+Added: 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.
Defaults Upon Senior Securities.
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