Jones Ventures INTL Acquisition1 Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On June 18, 2021, the Sponsor purchased 5,750,000 Class B ordinary shares of the Company, par value $0.0001 (“Class B ordinary shares” and such shares purchased by the Sponsor, the “Founder Shares”), for a purchase price of $25,000. On March 13, 2026, the Company effected share capitalization and issued an additional 1,916,667 Class B ordinary shares to the Sponsor resulting in an aggregate of 7,666,667 Class B ordinary shares outstanding and held by the Sponsor. All share and per share data have been retrospectively presented (up to 1,000,000 Founder Shares of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). On July 31, 2026, the Company closed the issuance and sale of 395,500 additional Units as the underwriters partially exercised their over-allotment option. As a result, 131,833 Founder Shares are no longer subject to forfeiture. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Subsequent to the quarterly period covered by this Quarterly Report, on July 15, 2026, the Company consummated the Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000. JonesTrading Institutional Services LLC acted as the lead book-running manager and the representative of the underwriters for the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-295918). The Securities and Exchange Commission declared the registration statements effective on July 13, 2026. Simultaneously with the closing of the Initial Public Offering, the Sponsor and the underwriters purchased 645,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,450,000. Of those 645,000 Private Placement Units, the Sponsor purchased 245,000 Private Placement Units and the underwriters purchased 400,000 Private Placement Units. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On July 31, 2026, the Company consummated the closing of an additional 395,500 Units sold pursuant to the underwriters’ partial exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $3,955,000. As a result, 131,833 Founder Shares are no longer subject to forfeiture. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 2,604,500 Units. Following the Initial Public Offering, and the sale of the Private Placement Units on July 15, 2026, a total of $200,000,000 was placed in the Trust. Following the sale of the additional Units on July 31, 2026, an amount of $3,955,000 has been added in the Trust Account. A total of $203,955,000 of the net proceeds from the Initial Public Offering (including the additional Units sold as the result of the underwriters’ partial exercise of their over-allotment option) was placed in the Trust Account. We incurred total transaction costs of $4,960,192, consisting of $4,000,000 of cash underwriting fees, and $960,192 of other offering costs related to the Initial Public Offering. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None