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 March 31, 2026.
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 March 31, 2026, the Company had not commenced any operations. All activity relates to formation, the Initial Public Offering (IPO) consummated on December 11, 2024, and identifying a target.
Deadline: The Company must complete a business combination by December 11, 2026 (24 months from IPO), or it will liquidate.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $1,969,083 | $2,227,401 |
| Operating Loss | $(168,272) | $(206,321) |
| Interest Income (Trust Account) | $2,137,355 | $2,433,722 |
| Cash (Outside Trust) | $393,467 | $755,968 |
| Trust Account Balance | $244,680,543 | $242,543,188 |
| Redemption Value per Share | $10.64 | $10.55 |
| Net Cash Used in Operating Activities | $(128,309) | $(193,398) |
| Current Liabilities | $473,454 | $412,310 |
| Shareholders' Equity | $52,478 | $583,542 |
Material Changes vs. Prior Period
- Net Income Decline: Net income decreased by approximately 11.6% to $1.97 million, primarily due to lower interest income earned on marketable securities held in the Trust Account ($2.14 million vs. $2.43 million in Q1 2025).
- Operating Expenses: General and administrative costs decreased by 18.5% to $168,272, reflecting reduced operational spending compared to the prior year.
- Cash Position: Cash held outside the Trust Account decreased by $128,309 to $393,467, driven by operating cash outflows.
- Trust Account Growth: The Trust Account balance increased by $2.14 million due to accrued interest, raising the redemption value per share from $10.55 to $10.64.
- Equity Reduction: Total Shareholders' Equity dropped significantly from $583,542 to $52,478. This is due to the accretion of Class A ordinary shares to their redemption value ($2.14 million charge to retained earnings), which is a non-cash accounting adjustment typical for SPACs.
Outlook, Risks, and Management Commentary
- Going Concern: Management has determined that the mandatory liquidation date (December 11, 2026) and the expectation of significant future costs raise substantial doubt about the Company's ability to continue as a going concern. Management plans to address this through debt or equity financing, though success is not assured.
- Listing Compliance Risk: On February 6, 2026, the Company received notice from the NYSE that it was not in compliance with listing standard 802.01B due to falling below the 300 public shareholders requirement. A plan to regain compliance has been submitted. Failure to maintain listing could result in delisting and reduced liquidity.
- Geopolitical Risks: The filing highlights risks associated with global conflicts (Russia-Ukraine, Israel-Hamas, U.S.-Iran-Israel) that could disrupt capital markets and affect the search for a business combination.
- Contingent Liabilities: The Company has a potential obligation to pay a Business Combination Marketing Fee of up to $9.2 million to Roth Capital Partners upon consummation of a deal. Additionally, the Sponsor has agreed to indemnify the Trust Account against certain third-party claims.
- Related Party Obligations: The Company owes $157,000 to the Sponsor for administrative services and has an outstanding promissory note of $198,024.
Investor Verification Checklist
- Shareholder Count: Verify if the Company has successfully regained compliance with the NYSE 300 public shareholder requirement.
- Extension Possibility: Review the Company's charter and shareholder agreements to understand the process and costs associated with extending the December 11, 2026 liquidation deadline.
- Capital Sufficiency: Assess whether the current cash balance of $393,467 is sufficient to fund operations until the liquidation deadline or a business combination, given the "Going Concern" warning.
- Redemption Rights: Confirm the current redemption value per share ($10.64) and the conditions under which public shareholders can redeem their shares.
- Target Search: Monitor for any announcements regarding a definitive agreement for a business combination, as the Company has not yet identified a target.