JACS 10-K & 10-Q changes, risk factors and insider trading

References to the “Company,” “us,” “our,” or “we” refer to Jackson Acquisition Company II. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

We are a blank check company incorporated in the Cayman Islands on September 11, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the IPOInitial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 11, 2024 (inception) through December 31, 2024 2025 were organizational activities, those necessary to prepare for the IPO,Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

On December 11, 2024, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 840,000 Private Placement UnitUnits at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $8,400,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Unit,Units, a total of $232,300,000 was placed in the Trust Account. We incurred transaction costs of $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other other offering costs.

At December 31, 2024, 2025, we had investmentsmarketable securities held in the Trust Account of $232,858,478.$242,543,188. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned onin the Trust Account, which interest shall be net of taxes payable, if any, to complete ouran initial Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans for each such person may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit. At December 31, 31,2025 and 2024, no amounts were outstanding under the Working Capital Loans.

We do not believe we willmay need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for office space and administrative and support services. AsFor ofthe year ended December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024, the Companywe incurred $7,000$120,000 ofand administrative$7,000, respectively, for these services. At December services31, fees2025 whichand was2024, includedwe inowed accrued$127,000 expensesand in$7,000, therespectively, accompanyingfor balancethese sheet.services.

TheWe Company hashave engaged Roth as an advisor in connection with its Business Combination. The CompanyWe will pay Roth a cash fee (the “Business Combination Marketing Fee”) for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024. As of December 31, 2025 and 2024, no Business Combination Marketing Fee has been incurred or recorded.

On February 6, 2026, we received a notice from the NYSE that we were not in compliance with NYSE listing standard 802.01B because we had fallen below compliance with the 300 public shareholders requirement. In accordance with the NYSE listing requirements, we submitted a plan on March 19, 2026 that demonstrated how we expected to return to compliance with NYSE listing standard 802.01B. TheOn noticeApril has29, no immediate impact on the listing or trading of our securities on the NYSE. If2026, the NYSE approves ournotified plan,us it had accepted our securitiesplan and that we are expectedeligible to continue toour belisting listedduring anda tradedplan period that expires on August 6, 2027 (the NYSE“Plan during the applicable cure period,Period”), subject to our compliance with other NYSE continued listing standards and periodic review by the NYSE of our progress under the plan.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 11, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, discussed below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31,June 30, 2026, we had net income of $1,969,083,$1,980,048, which consists of interest earned on marketable securities held in the Trust Account of $2,137,355$2,164,627 offset by general and administrative expenses of $168,272.$184,579.

For the three months ended March 31,June 30, 2025, we had net income of $2,227,401,$2,318,336, which consisted of interest earned on marketable securities held in Trust Account of $2,433,722, $2,447,373, offset by operationalgeneral costsand administrative expenses of $206,321.$129,037.

For the threesix months ended March 31,June 2025,30, 2026, net cash used in operating activities was $193,398.$163,438. Net income of $2,227,401$3,949,131 was offset by interest earned on marketable securities of $2,433,722$4,301,982 and changes in operating assets and liabilities, which provided $12,923$189,413 of cash from operating activities.

At MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $244,680,543.$246,845,170. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At MarchJune 31,30, 2026, we had cash of $393,467$358,338 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans for each such person may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit. At March 31,June 30, 2026 and December 31, 2025, no amounts were outstanding under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” as of MarchJune 31,30, 2026, the Company has determined that mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until December 11, 2026 to consummate a Business Combination. Additionally, the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through debt or equity financing. There is no assurance that our plans to raise capital or to consummate a business combination will be successful within the Completion Window. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for office space and administrative and support services. For the three and six months ended MarchJune 31,30, 2026 and 20252025, we incurred $30,000 and $60,000, respectively, for these services. At MarchJune 31,30, 2026 and December 31, 2025, we owed $157,000$187,000 and $127,000, respectively, for these services.

We have engaged Roth as an advisor in connection with itsour Business Combination. We will pay Roth a cash fee (the “Business Combination Marketing Fee”) for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024. As of MarchJune 31,30, 2026 and December 31, 2025, no Business Combination Marketing Fee has been incurred or recorded.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. At MarchJune 31,30, 2026, we have not identified any critical accounting estimates.