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 and six months ended June 30, 2026.
Business Purpose: Formed to effect a merger or business combination with one or more businesses, primarily focusing on healthcare services, healthcare technology, or the healthcare industry. The Company has not commenced operations and generates no operating revenue.
Key Dates: IPO consummated December 11, 2024. Deadline to complete a Business Combination is December 11, 2026.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 |
|---|---|---|
| Net Income | $3,949,131 | $1,980,048 |
| Operating Expenses (G&A) | $352,851 | $184,579 |
| Interest Income (Trust Account) | $4,301,982 | $2,164,627 |
| Cash (Outside Trust) | $358,338 | $358,338 |
| Trust Account Balance | $246,845,170 | $246,845,170 |
| Working Capital | ($132,101) Deficit | ($132,101) Deficit |
| Current Liabilities | $576,434 | $576,434 |
| Shares Outstanding (Class A Public) | 23,000,000 | 23,000,000 |
| Redemption Value per Share | $10.73 | $10.73 |
Material Changes vs. Prior Period
- Net Income Decline: Net income for the six months ended June 30, 2026, was $3,949,131, a decrease from $4,545,737 in the same period in 2025. This decline is primarily due to lower interest earned on marketable securities held in the Trust Account ($4.3M vs. $4.9M), partially offset by a slight increase in general and administrative expenses.
- Cash Position: Cash held outside the Trust Account decreased from $521,776 at December 31, 2025, to $358,338 at June 30, 2026, reflecting net cash used in operating activities of $163,438.
- Accretion of Redemption Value: The redemption value of Class A ordinary shares increased from $10.55 per share at December 31, 2025, to $10.73 per share at June 30, 2026, driven by interest income accrued in the Trust Account.
- Related Party Payables: Amounts due to the Sponsor increased from $127,000 to $187,000 due to accrued administrative services fees ($10,000/month).
Outlook, Risks, and Management Commentary
- Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. This is due to the mandatory liquidation requirement if a Business Combination is not completed by December 11, 2026, and the expectation of significant future costs.
- Liquidity Strategy: The Company intends to use funds outside the Trust Account for working capital and transaction costs. If insufficient, the Sponsor or affiliates may provide "Working Capital Loans" (up to $1.5M convertible to units), though none were outstanding as of June 30, 2026.
- NYSE Listing Compliance: The Company received notice on February 6, 2026, of non-compliance with NYSE listing standard 802.01B due to falling below the 300 public shareholders requirement. A compliance plan was accepted on April 29, 2026, with a cure period expiring August 6, 2027. Failure to regain compliance could result in delisting.
- Geopolitical Risks: The filing highlights risks associated with global conflicts (Russia-Ukraine, Israel-Hamas, U.S.-Iran-Israel) which could impact capital markets and the ability to complete a Business Combination.
- Deferred Fees: A Business Combination Marketing Fee of up to $9,200,000 (4.0% of gross proceeds) is payable to Roth Capital Partners upon completion of a Business Combination. No fee has been incurred to date.
Investor Verification Checklist
- Shareholder Count: Verify if the Company has regained compliance with the 300 public shareholder requirement to avoid NYSE delisting.
- Trust Account Yield: Monitor the interest rate environment and its impact on the Trust Account balance and redemption value per share.
- Combination Deadline: Confirm progress toward a Business Combination before the December 11, 2026, deadline to avoid mandatory liquidation.
- Related Party Debt: Review the status of the $198,024 promissory note to the Sponsor and the $187,000 in accrued administrative fees.
- Working Capital Sufficiency: Assess if the remaining $358,338 in cash outside the Trust is sufficient to fund operations until the combination deadline or liquidation.