8-K - JAB Acquisition Corp I (0002128739) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2026

JAB ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (201) 899-4470

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2026, JAB Acquisition Corp I (the “Company”) entered into a Consulting Services Agreement (the “Consulting Agreement”) with JAB Acquisition Sponsor I, LLC, the Company’s sponsor (the “Sponsor”), with retrospective effect as of June 1, 2026.

The Company pays the Sponsor $14,000 a month for Joshua Jagid, the Company’s Chairman, to serve as its Chief Executive Officer, for Jack Bressman to serve as its Chief Financial Officer, and for both to identify, evaluate, negotiate, finance and complete the Company’s initial business combination. They receive no other cash compensation as officers under the Consulting Agreement, but may receive consideration, directly or indirectly under the Administrative Services Agreement dated June 9, 2026 between the Company and the Sponsor (the “Administrative Services Agreement”) as described below.

The Consulting Agreement fee is paid from funds held outside the trust account for each month from June 2026 through the month in which the Company completes its initial business combination. At the Sponsor’s direction, $8,000 goes to Mr. Jagid and $6,000 to Mr. Bressman. The $70,000 already paid to them covers June through October 2026. The Company also reimburses the Sponsor or Messrs. Jagid and Bressman for documented out-of-pocket expenses incurred on its behalf.

The Consulting Agreement fee is separate from the $10,000 monthly fee for office space and administrative support under the Administrative Services Agreement. The Sponsor waived the $50,000 owed under that agreement for June through October 2026, none of which had been paid. Payments under that agreement resume, at the Sponsor’s discretion, on November 10, 2026.

The Consulting Agreement ends when the Company completes its initial business combination or liquidates. Either party may terminate it earlier for an uncured material breach, and the Company may terminate it if both Messrs. Jagid and Bressman stop serving as officers. The Sponsor waived any claim against the trust account under the agreement.

The Company’s audit committee approved the Consulting Agreement, including the prior payments and the waiver, as a related-party transaction, and the board of directors approved it on the audit committee’s recommendation.

This summary is qualified in its entirety by the Consulting Agreement, which is filed as Exhibit 10.1 and incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02(e).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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