JACS

Business Context and Reporting Period

Company: Jackson Acquisition Company II (JACS), a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC).

Reporting Period: Quarter ended September 30, 2025 (Q3 2025).

Business Status: The Company is a blank check company formed to effect a business combination with one or more businesses, focusing on healthcare services and technology. As of the reporting date, the Company had not commenced any operations. All activity relates to formation, the Initial Public Offering (IPO) consummated on December 11, 2024, and the search for a target business.

Key Financial Metrics

Material Changes vs. Prior Period

• Profitability: The Company reported a net income of $2.35 million for Q3 2025, driven primarily by $2.48 million in interest income from the Trust Account. This contrasts with the period from inception (Sept 11, 2024) through Sept 30, 2024, which reported a net loss of $49,568 due to formation costs prior to the IPO.
• Trust Account Growth: The Trust Account balance increased from $232.86 million as of December 31, 2024, to $240.22 million as of September 30, 2025, an increase of approximately $7.36 million attributable to interest earnings.
• Operating Cash Flow: Net cash used in operating activities for the nine months ended September 30, 2025, was $364,250. This usage is primarily due to general and administrative expenses, partially offset by changes in working capital.
• Related Party Payables: Amounts due to the Sponsor increased from $7,000 at year-end 2024 to $97,000 at September 30, 2025, reflecting accrued administrative services fees ($10,000/month).

Outlook, Risks, and Contingencies

• Combination Deadline: The Company must complete an initial Business Combination by December 11, 2026 (24 months from IPO). Failure to do so will result in liquidation and redemption of public shares.
• Liquidity: Management believes current funds ($585,116 outside Trust) are sufficient to meet working capital needs for at least one year. The Company may seek "Working Capital Loans" from the Sponsor or affiliates if needed; up to $1.5 million of such loans may be convertible into units post-combination.
• Contingent Fees: A Business Combination Marketing Fee of up to $9.2 million (4.0% of gross IPO proceeds) is payable to Roth Capital Partners upon consummation of a transaction. No fee has been incurred to date.
• Risk Factors: The filing highlights risks associated with geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), market volatility, and the inherent uncertainty of completing a business combination. The Company is an emerging growth company and a shell company.
• Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account (approx. $10.44 per share as of Sept 30, 2025) upon the completion of a business combination or liquidation.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which directly influences the redemption price per share.
• Extension Options: Confirm if the Company has the ability to extend the 24-month combination period and the associated costs or shareholder vote requirements.
• Related Party Exposure: Review the $198,024 promissory note to the Sponsor and the $97,000 accrued administrative fees to understand potential dilution or repayment obligations upon a business combination.
• Target Search Progress: Assess the Company's pipeline for healthcare targets, as no specific target has been identified or announced in this filing.
• Redemption Risk: Evaluate the likelihood of significant shareholder redemptions, which could impact the available cash for the post-merger entity.