JAB Acquisition Corp I Sample Contracts
JAB ACQUISITION CORP I UNDERWRITING AGREEMENT New York, New York [ ], 2026 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • June 5th, 2026 • JAB Acquisition Corp I • Blank checks • New York
JAB Acquisition Corp I, a Cayman Islands exempted company limited by shares (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
JAB ACQUISITION CORP I UNDERWRITING AGREEMENT New York, New York [ ], 2026 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
JAB Acquisition Corp I, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
June 11, 2026 JAB Acquisition Corp I Englewood Cliffs, NJ 07632Underwriting Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among JAB Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right). Each Public Right entitles its holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of a Business Combination. Each Warrant entitles the holder thereof to
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between JAB Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company US$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 9, 2026, is by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between JAB Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company US$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 11, 2026, by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).
FORM OF WARRANT AGREEMENTWarrant Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2026, is by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2026, is made and entered into by and among JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
JAB ACQUISITION CORP I UNDERWRITING AGREEMENT New York, New York [ ], 2026 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks • New York
JAB Acquisition Corp I, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
March 19, 2026 From: JAB Acquisition Corp I c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands To: JAB Acquisition Sponsor I, LLCSubscription Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
We are pleased to accept the offer JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 9,857,143 of the Class B ordinary shares of par value $0.0001 per share (“Class B Ordinary Shares” or the “Founder Shares”), of JAB Acquisition Corp I, a Cayman Islands exempted company limited by shares (the “Company”),
JAB ACQUISITION CORP I UNDERWRITING AGREEMENT New York, New York June 9, 2026 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen:Underwriting Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
JAB Acquisition Corp I, a Cayman Islands exempted company limited by shares (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
June [ ], 2026 JAB Acquisition Corp IUnderwriting Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among JAB Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right). Each Public Right entitles its holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of a Business Combination. Each Warrant entitles the holder thereof to
FORM OF RIGHTS AGREEMENTRights Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2026 between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE REDEEMABLE WARRANT AND ONE RIGHT TO RECEIVE ONE-FOURTH OF ONE CLASS A ORDINARY SHAREUnit Certificate • May 19th, 2026 • JAB Acquisition Corp I • Blank checks
Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Share(s)”), of JAB Acquisition Group I, a Cayman Islands exempted company with limited liability (the “Company”), one (1) redeemable warrant (the “Warrant(s)”) and one (1) right (the “Right(s)”). Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of: (i) twelve (12) months from the date hereof, or (ii) the completion of the Company’s initial business combination and will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or the Company’s liquidation. Each Right entitles the holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. Only whole rights are exercisable. The Ordinary Shares, Warrants and Rights comprising the Units r
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between JAB Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ____, 2026 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company US$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE, ONE REDEEMABLE WARRANT AND ONE RIGHT TO RECEIVE ONE-FOURTH OF ONE CLASS A ORDINARY SHAREUnit Certificate • May 29th, 2026 • JAB Acquisition Corp I • Blank checks
Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 (“Ordinary Share(s)”), of JAB Acquisition Group I, a Cayman Islands exempted company with limited liability (the “Company”), one (1) redeemable warrant (the “Warrant(s)”) and one (1) right (the “Right(s)”). Each warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of: (i) twelve (12) months from the date hereof, or (ii) the completion of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”) and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or the Company’s liquidation. Each Right entitles the holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s i
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).
JAB Acquisition Corp IUnderwriting Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among JAB Acquisition Corp I., a Cyman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right). Each Public Right entitles its holder to receive one-fourth (1/5) of one Ordinary Share upon the consummation of a Business Combination. Each Warrant entitles the holder thereof to p
FORM OF WARRANT AGREEMENTWarrant Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2026, is by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Contienental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
JAB Acquisition Corp IAdministrative Services Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks
This letter agreement by and between JAB Acquisition Corp I (the “Company”) and JAB Acquisition Sponsor I, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RIGHTS AGREEMENTRights Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 9, 2026 between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 12th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 9, 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 29th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).
JAB Acquisition Corp IAdministrative Services Agreement • May 19th, 2026 • JAB Acquisition Corp I • Blank checks
This letter agreement by and between JAB Acquisition Corp I (the “Company”) and JAB Acquisition Sponsor I, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):