JAB Acquisition Corp I-A美股招股说明书(2026-06-10版)

JAB Acquisition Corp I 15,000,000Units JAB Acquisition Corp I is a newly incorporated blank check company incorporated and registered in theCayman Islands as an exempted company with limited liability for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial businesscombination. We have not selected any business combination target and we have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Whilewe may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intendto identify and acquire a business where we believe our management teams’ and our affiliates’ expertise willprovide us with a competitive advantage, including technology, healthcare and logistics industries. We will seekto acquire one or more businesses with an aggregate enterprise value of $150 million or greater, although, if webelieve it is in the best interests of our shareholders, we may pursue a business combination with a target belowthat size. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share, par value $0.0001 per share, one redeemable warrant and one right to receive one-fourth(1/4th) of one Class A ordinary share upon the consummation of an initial business combination, as described inmore detail in this prospectus. Each warrant entitles the holder thereof to purchase one ClassA ordinary share ata price of $11.50 per share, subject to adjustment as described in this prospectus. Only whole rights areexercisable. The warrants will become exercisable on the later of: (a)12 months from the date hereof, or (b) thecompletion of our initial business combination and will expire fiveyears after the completion of our initialbusiness combination or earlier upon redemption or liquidation, as described in this prospectus. This prospectusalso relates to the issuance of an aggregate of 15,000,000 ClassA ordinary shares issuable upon exercise of suchwarrants. No fractional rights will be issued upon separation of the units. We refer to the rights included in theunits as “rights” and the warrants included in the units as “warrants.” We have also granted the underwriters a45-day option to purchase up to an additional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders (other than our initial shareholders, directors and officers) with theopportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial businesscombination, all or a portion of their ClassA ordinary shares that are sold as part of the units in this offering,which we refer to collectively as our public shares, upon the completion of our initial business combination at aper share price, payable in cash, equal to the aggregate amount then on deposit in the trust account describedbelow calculated as of twobusinessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account (less taxes payable), divided by the number ofthen outstanding public shares, subject to the limitations described herein. The proceeds placed in the trustaccount and the interest earned thereon will not be used to pay any possible excise tax or any other fees or taxesthat may be levied on the Company pursuant to any current, pending or future rules or laws, including withoutlimitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or share buybacksby our Company. See“Summary—The Offering—Redemption rights for public shareholders upon completionof our initial business combination” and “Summary—The Offering—Redemption of public shares anddistribution and liquidation if no initial business combination”for more information. Notwithstanding theforegoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, ouramended and restated memorandum and articles of association will provide that a public shareholder, togetherwith any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or asa “group” (as defined under Section13 of the Securities ExchangeActof1934, as amended), is restricted fromredeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, withoutour prior consent. We will have 12months from the closing of this offering or we may extend the initial 12-month time period for no more than two (2) three-month periods to consummate an initial business combinationby depositing an additional $0.10 per share then outstanding for each three-