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 June 30, 2025 (Q2 2025).

Business Purpose: Formed to effect a merger, share exchange, or asset acquisition with one or more businesses, with a focus on healthcare services, healthcare technology, or the broader healthcare industry. The Company has not commenced operations and generates no operating revenue.

Capital Structure: As of August 8, 2025, there are 23,840,000 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding. The Company is classified as a shell company, non-accelerated filer, smaller reporting company, and emerging growth company.

Key Financial Metrics

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased from $232,858,478 at December 31, 2024, to $237,739,573 at June 30, 2025, driven by $4,881,095 in interest income earned on marketable securities (U.S. Treasury obligations and money market funds).
• Operating Expenses: General and administrative costs for the six months ended June 30, 2025, totaled $335,358. This includes $60,000 in administrative services fees paid to the Sponsor.
• Related Party Liabilities: Amounts "Due to Sponsor" increased from $7,000 to $67,000, reflecting accrued administrative fees. The Promissory Note to the Sponsor remained constant at $198,024.
• Shareholders' Equity: Total Shareholders' Equity decreased from $789,863 to $454,505. This reduction is primarily due to the accretion of Class A ordinary shares to their redemption value ($2,447,373 for the quarter), which is charged against additional paid-in capital and retained earnings.

Outlook, Risks, and Contingencies

• Combination Deadline: The Company must complete an initial Business Combination by December 11, 2026 (24 months from the IPO). Failure to do so will result in liquidation and redemption of public shares.
• Liquidity: The Company holds $721,661 in cash outside the Trust Account. Management believes this is sufficient to meet working capital needs for at least one year. No Working Capital Loans are currently outstanding, though the Sponsor has agreed to provide up to $1,500,000 in convertible loans if necessary.
• Contingent Fees: A Business Combination Marketing Fee of up to $9,200,000 (4.0% of gross IPO proceeds) is payable to Roth Capital Partners, LLC upon consummation of a Business Combination. No fee has been incurred to date.
• Risk Factors: The filing highlights risks associated with geopolitical instability (Russia-Ukraine conflict, Israel-Hamas conflict), which could impact global markets and the ability to complete a transaction. As a SPAC, there is no assurance a target will be identified or a deal completed.
• Redemption Rights: Public shareholders may redeem their shares for a pro-rata portion of the Trust Account (approx. $10.34 per share as of June 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 affects the redemption value per share.
• Runway Analysis: Confirm the $721,661 cash balance outside the Trust is sufficient to cover operating expenses until the December 2026 deadline without requiring additional dilutive financing.
• Related Party Obligations: Review the $198,024 promissory note and $67,000 accrued fees due to the Sponsor to understand potential claims on assets in a liquidation scenario.
• Redemption Value: Monitor the per-share redemption value ($10.34 as of June 30, 2025) versus the IPO price ($10.00) to assess potential dilution or accretion for remaining shareholders.
• Target Search Progress: Assess management's progress in identifying a healthcare-focused target, given the 24-month deadline.