Jackson Acquisition Co II

The filing confirms JACS is still actively searching with a $10.73 trust per share (my calculation from $235.3M / 23M shares) and a December 11, 2026 deadline. Interest accretion continues to build trust value. The note amendment removes a potential near-term liquidity pressure. The company has $523k working capital and cash burn is moderate. No termination risk yet, but no deal progress disclosed.

This is the first annual report since the IPO, providing audited financial statements that confirm the trust size, per-share redemption value, and the deadline. It also details sponsor commitments, including the waiver of redemption rights and indemnification of the trust, and confirms that the sponsor has provided working capital support via a promissory note. The filing is materially informative for investors tracking redemption mechanics, trust value, and sponsor conduct.

This filing establishes the baseline capital structure and trust value ($10.10 per share) for JACS, a healthcare-focused SPAC. Investors tracking redemption deadlines should note the 24-month deadline from December 11, 2024. The trust value per share is $10.10, which may change with interest earned. The sponsor's low-cost founder shares (0.4 cents each) and the potential for up to $1.5 million in working capital loans converted at $10/unit are important for assessing dilution. No deal has been announced; the SPAC is in the searching stage.

This filing permanently anchors the SPAC’s capital structure, trust balance, and redemption timeline prior to any target search activity. Investors tracking redemption calendars can now model maximum liquidity against a confirmed $232,300,000 trust value ($10.10 per share) with a hard liquidation window expiring December 11, 2026. The explicit documentation of sponsor indemnification obligations, the $9,200,000 prospective advisory fee, and the $1,226,600 operating cash reserve directly impacts how investors evaluate extension voting dynamics, potential dilution from working capital conversions, and the economic viability of pursuing targets within the identified healthcare sector without triggering early trust depletion.

The reported 23,840,000 Share count establishes the share base that investors and the trustee use to calculate per-share trust distributions and redemption thresholds relative to the tracked $10.73 trust/share value. The Harraden entities' explicit certification of passive intent signals that the 6.29% block was accumulated without coordinating to pressure sponsor conduct, force extensions, or trigger activist governance changes. For investors monitoring redemption mechanics and deal progress, the filing identifies a concentrated institutional shareholder group that may subsequently influence votes on proposed business combinations or extension waivers. All numerical figures and operational claims originate solely from the joint filers' disclosures and the referenced December 11, 2024 prospectus.

This prospectus is the foundational document for the SPAC, setting the trust value at $10.10 per share, the redemption mechanics, and the 24-month deadline. It provides critical information for investors evaluating the offering, including the sponsor's low-cost founder shares (creating potential dilution and misalignment of incentives), the absence of a target, and the terms of the private placement. The document also outlines the sponsor's indemnity obligations and the conditions under which shareholders can redeem their shares. The filing is essential for understanding the risks and structure of the investment.

This filing establishes the trust value ($232.3 million) and the per-share redemption value ($10.10 per public share) at IPO. It sets the 24-month deadline (December 11, 2026) for the SPAC to complete a business combination or liquidate. The filing also confirms the sponsor's and insiders' lock-up and voting commitments, and the company's stated focus on healthcare. Investors should note the trust per share, the deadline, and the lock-up periods for founder shares (1 year after deal) and private placement units (30 days after deal).

Setting a precise corporate action timestamp clears the final SEC timing hurdle for the listed offering, which typically unlocks capital deployment and provides the sponsor with the liquidity needed to identify and negotiate a business combination candidate. The filing contains no assertions about customers, revenue, market size, technology, partnerships, ongoing litigation, or personnel changes beyond Aaron Gurewitz, President & Head of Investment Banking at Roth Capital Partners, LLC, executing the submission. Because the mechanical parameters governing shareholder redemptions, trust preservation, and extension windows remain unchanged, investors should track subsequent proxy materials or S-4 amendments for target disclosure rather than expecting shifts to the existing exit calendar or unit valuation framework.

The filing establishes the key terms for the SPAC's IPO: trust at $10.10 per share, 24-month deadline from closing, healthcare-focused search, sponsor economics (founder shares at $0.004/share, private placement units at $10.00), and redemption mechanics. No target has been identified. The SPAC is still in formation and this registration is a prerequisite for going public.

The sponsor’s choice to withdraw the acceleration request indicates that Jackson Acquisition Co II and its underwriting partners have not yet synchronized settlement logistics or final pricing conditions. Until the S-1 takes effect and the equity offering settles, the post-IPO operating clock remains paused and the sponsor retains the full discretion to pursue or abandon potential acquisition targets without market-imposed time pressure. Apart from this scheduling deferral and the executive signatory, the filing contains zero substantive claims regarding revenue, customer bases, market size, technology, partnerships, litigation, or corporate strategy. All assertions and procedural directives originate solely from the December 5, 2024 letter authored by CEO Richard L. Jackson.

Pursuant to the Company’s representation, securing acceleration indicates that management has resolved prior SEC commentary and is positioning to market and price a registered offering tied to a prospective business combination, thereby keeping the December 11, 2026 deadline operative while confirming active movement out of the SEARCHING phase. The document discloses no commercial or operational substance: there are no attributed claims regarding target identity, enterprise valuation, historical or projected revenue, customer bases, market size estimates, corporate strategy, technology platforms, partnership arrangements, litigation exposure, or personnel shifts beyond the signing officer. All numerical references—including 4:30 p.m., December 5, 2024, File No. 333-282393, telephone numbers (202) 689-2806 and (770) 643-5605, and the Alpharetta mailing address at 2655 Northwinds Parkway, GA 30009—are reproduced exactly as they appear in the filing text.

The Company’s disclosed revision alters the voting architecture around a prospective business combination by carving out compliance-driven tender offer purchases from sponsor voting pledges. This alignment with SEC Compliance and Disclosure Interpretation 166.01 safeguards the mechanics of the redemption period, ensures sponsor conduct disclosures meet federal tender offer frameworks, and removes a regulatory friction point that could otherwise delay SEC effectiveness and pressure the December 11, 2026 deadline. No modifications to the $10.73 trust-per-share amount, extension triggers, or redemption calendar are reported in this filing.

This filing provides the most current detailed disclosure of the SPAC's proposed offering terms, capital structure, sponsor economics, conflict-of-interest policies, and liquidation mechanics. For investors tracking the $10.73 trust per share and the 2026-12-11 deadline, the filing confirms a per-unit trust deposit of $10.05 and a 24-month completion period from the IPO closing, which aligns with the deadline. The document is material for understanding the structure of the vehicle in which investors are considering an investment.

The filing finalizes the documentation for the SPAC's IPO, providing investors with definitive terms, including the redemption mechanics, trust structure, sponsor and insider lock-up provisions (180-day lock-up for IPO participants, one-year lock-up for founder shares with early release at $12.00 per share), and the business combination timeline. It confirms the sponsor's commitment to purchase private placement units at $10.00 each, bringing total trust proceeds to $201 million (or $231.2 million with over-allotment). The SPAC will focus on healthcare services, technology, or related industries. The filing is material for tracking the IPO's progress and for evaluating potential future business combination terms.

For investors monitoring redemption mechanics and trust preservation, the filing documents active regulatory examination over whether trust proceeds may be released ahead of business combination consummation and mandates that any concurrent market purchases remain priced at or below the statutory redemption threshold. The SEC staff's explicit mathematical observation that a 4.0% cap on $100 million produces $4 million—not the previously referenced $8 million—signals a probable downward revision to projected transaction fees, meaning a larger fraction of the trust balance would theoretically remain available for redemption payouts or reinvestment. Broadened conflict, dilution, and sponsor transfer disclosures update the framework public shareholders use to assess governance risks while the Company remains in a SEARCHING posture. The correspondence carbon-copy block identifies Richard Jackson as Chief Executive Officer, confirming current executive leadership during the registration pendency.

As the SEC staff noted, these comment letters extend the pre-combination regulatory clearance period, effectively narrowing the operational window to locate and close a merger before the stated liquidation horizon. The staff’s examination of the trust release mechanism (Comment 10) and tender offer pricing boundaries (Comment 4) directly tests whether sponsor-side liquidity events will preserve the public shareholders’ redemption floor. The apparent mathematical inconsistency flagged by the division between a '4.0%' rate applied to '$100 million' and a cited '$8 million' payout signals a material drafting or contractual ambiguity that must be corrected before investors can accurately model advisory cost drainage. The staff also indicated that unresolved governance disclosure gaps regarding founder share grants, sponsor transfers, and officer compensation (Comments 2, 7, 8, 9) may force economic restructuring or leadership changes to achieve Reg S-K compliance, further delaying capital deployment timelines for unaffiliated security holders.

The filing sets all key SPAC terms: trust account of $200M ($10.00 per share), 24-month deadline from IPO closing to complete an initial business combination, mandatory redemption rights for public shareholders on any business combination or charter amendments affecting redemption timing, 15% shareholder redemption cap if shareholder vote is used, sponsor lock-up of founder shares for one year (or earlier if price triggers are met), anti-dilution protection for founder shares converting at 20% of total shares post-IPO, and up to $1.5M in working capital loans convertible into units. It also details the Business Combination Marketing Agreement paying Roth up to $8M-$9.2M from trust. The document is the authoritative source for all redemption, trust, and sponsor conduct provisions.

Disclosures added per SEC staff direction cover material conflicts of interest between the sponsor and purchasers regarding forfeiture of founder shares and private placement units, loan repayment, and expense reimbursement upon failure to consummate a business combination. The Company incorporated risk factors detailing how the stock buyback excise tax enacted under the Inflation Reduction Act could reduce trust account funds available for redemptions or leave remaining shareholders to bear the economic impact, and confirmed through management representation that the sponsor is a Georgia limited liability company with no substantial ties to non-U.S. persons. Additional disclosures explain that PIPE and debt transactions carry de-SPAC-specific costs and are structured to provide investor returns while securing post-transaction liquidity, while clarifying that independent directors do not receive sponsor membership interests because a sole member retains 100% ownership. Transfer rights for founder shares and private placement units are now described within letter agreement parameters rather than as unconditional sponsor privileges, and consent documents for director nominees were added to exhibits. These positions reflect statements made by the Company, its counsel, and SEC staff throughout this registration review; Chief Executive Officer Richard Jackson is noted as a copy recipient.

Investors tracking JACS must monitor whether amended prospectus language resolves the SEC’s red flag on redemption thresholds and extension mechanics, as unclear caps or unlimited extensions directly alter shareholder exit options and trust value preservation. Requests to quantify dilution from sponsor equity, warrant exercises, and working capital loans signal that post-offering ownership percentages may shift significantly. Clarification on the stock buyback excise tax impact is critical because unredeemed shareholders could bear proportional tax liabilities if heavy redemptions trigger the levy. The scrutiny over sponsor transfers, forfeiture provisions, and potential self-extraction underscores fiduciary alignment risks during the search phase. Until amendments accelerate, the registration statement remains non-effective, delaying pricing, underwriter involvement, and any subsequent business combination timeline.

This is the foundational document for JACS, establishing a 24-month deadline for a business combination. For investors tracking this SPAC, this filing confirms the trust value at IPO and the initial mechanics for potential redemptions, though the actual per-share trust value at any point will be affected by interest earned on treasury holdings. The document outlines significant sponsor incentives (founder shares at a nominal price, which could lead to conflicts of interest), a low public share vote threshold (needing only 36.1% of public shares if all are voted, or 4.2% if only a quorum is present, due to sponsor's 20% stake voting in favor), and a 15% cap on redemptions for any single shareholder if a shareholder vote is used. It also includes a $10.00 per month administrative services fee to the sponsor's affiliate, and a $8-9.2 million business combination marketing fee payable to the underwriter, which is a fixed cost not adjusted for redemptions.

What changed: A Schedule 13G/A amendment filing that includes Exhibit 99, a Power of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. First, the document is a routine compliance exhibit updating which Goldman Sachs personnel may submit federal ownership reports; second, it bears zero impact on redemption windows, trust account distributions, extension timelines, merger negotiations, or sponsor behavior, as the text contains no references to those mechanics; third, according to the attached exhibit, the filing supersedes prior powers dated July 29, 2024, and October 1, 2024, appoints a specified roster of attorneys-in-fact to execute Rule 13f-1 and Regulation 13D-G filings, sets an expiration of July 16, 2026 (earlier upon individual departure), requires New York law governance, and is signed by Carey Ziegler, Managing Director of Goldman Sachs & Co. LLC, as of July 16, 2025. Why it matters: The Power of Attorney governs exclusively internal authorization for regulatory submission logistics; it does not signal target acquisition activity, capital structure adjustments, or shareholder liquidity parameters. Because the filing omits any discussion of the trust balance, deal pipeline, sponsor mandate, or extension voting, it provides no actionable signal for investors monitoring the SEARCHING status or approaching deadlines. The sole substantive takeaway is the confirmation that Goldman Sachs continues to maintain compliant beneficial ownership reporting channels under the 1934 Act via updated delegated signatories.

What changed: Form 10-K (Annual Report) for fiscal year ended December 31, 2025, filed by Jackson Acquisition Company II (JACS), a blank-check SPAC searching for a healthcare-focused business combination target. No target has been selected, no extension is proposed, and no business combination agreement has been signed. The filing reports the SPAC's continuing operations as a shell company after its December 2024 IPO. Trust value per share grew from $10.12 at 2024 year-end to $10.55 at December 31, 2025, due to interest income. The redemption deadline remains December 11, 2026 (24 months from IPO close). A going-concern warning is included because the SPAC must liquidate by that date if no deal closes. The promissory note payable to sponsor was amended on May 7, 2025, extending maturity to the earlier of a business combination or liquidation (was previously March 31, 2025 or IPO consummation). Insider trading policies were adopted on February 20, 2025. No officers or directors adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q4 2025. Why it matters: This 10-K provides the first full-year financial statements since the December 2024 IPO and updates the trust value ($10.55/share), confirming no material redemptions occurred and that the trust is earning interest. The going-concern note and the ticking deadline (December 2026) are standard but frame the time pressure. Sponsor-related disclosures (founder share transfers to directors/officers, $198,024 still owed on the promissory note, $1.5M working capital loan availability) are relevant for tracking sponsor conduct. The identification of several hedge funds (Goldman Sachs, Barclays, HGC, Meteora, Hudson Bay, AQR, Glazer) as >5% holders signals active arbitrage interest in the stock.

What changed: A Schedule 13G beneficial ownership report filed on 2026-02-17 by HGC Investment Management Inc. The filing records beneficial ownership of JACS common stock by HGC Investment Management Inc., but the excerpt does not state the number or percentage of shares, the transaction date, or whether this is an initial filing or an amendment. Regarding SPAC mechanics, the text does not disclose redemption volumes, trust account withdrawals, extension approvals, or sponsor conduct. Why it matters: Because Schedule 13G filings track institutional cross-thresholds, the report signals investor positioning that may affect voting leverage ahead of the stated 2026-12-11 deadline, though the document itself does not alter redemption pricing or trust distribution terms. Per the provided metadata, the trust share value stands at $10.73. The filer’s submission contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. With these exclusions, this filing serves solely as a regulatory inventory of HGC Investment Management Inc.’s holdings without updating Jackson Acquisition Co II’s commercial or structural trajectory.

What changed: Routine compliance exhibit: Schedule 13G/A amendment beneficial ownership report. The filers identified as Bank of Montreal, BANK OF MONTREAL HOLDING INC., and BMO NESBITT BURNS INC. amend their disclosure via record number [0000927971-26-000016] filed on 2026-02-12. With respect to the SPAC mechanics, the amendment neither adjusts the trust value of $10.73 per share, alters the business combination deadline of 2026-12-11, initiates an extension vote, signals target search advancement, nor implicates sponsor conduct. Why it matters: The corporate entities attribute the filing to their standard Exchange Act reporting obligations, but the excerpt contains no substantive claims regarding customer concentration, revenue metrics, market size estimates, combination strategy, proprietary technology, strategic partnerships, ongoing litigation, or executive personnel. The document provides zero share quantities, transaction dates, or dollar amounts beyond the identifiers above, meaning it carries no mechanical force against the redemption calendar or trust composition. Its sole materiality lies in documenting an institutional position update outside of any announced business combination.

What changed: A Form 8-K current report and attached press release announcing receipt of a New York Stock Exchange (NYSE) deficiency notice regarding failure to satisfy continued listing standards. The filing reports that on February 6, 2026, the NYSE notified Jackson Acquisition Company II that it is noncompliant with Section 802.01B of the NYSE Listed Company Manual because it has failed to maintain a minimum of 300 public stockholders on a continuous basis. According to the company’s press release, Chief Executive Officer Richard L. Jackson stated the firm intends to submit a business plan to the NYSE within 45 days to demonstrate how it expects to return to compliance within 18 months. If accepted, trading under the existing ticker symbols will continue during an 18-month cure period subject to periodic NYSE reviews. The disclosure explicitly notes the notice carries no immediate impact on listing or trading status. Why it matters: While the filing confirms no adjustments to the SPAC's redemption calendar or trust account mechanics, the NYSE listing deficiency creates independent regulatory friction that could complicate shareholder liquidity and sponsor capital management if delisting procedures are ultimately triggered. The press release further reiterates the sponsor's publicly stated strategy to concentrate its initial business combination search on companies focused on healthcare services, healthcare technology, or otherwise focused on the healthcare industry, though it discloses zero transaction progress, revenue projections, customer counts, partnership announcements, litigation exposure, or personnel changes beyond the standard executive signatory. All references to the 300-stockholder threshold, 45-day submission window, 18-month compliance expectation, sector concentration rationale, and corporate contact details are attributed directly to the NYSE deficiency notice, the company's February 10, 2026 press release, and Chief Executive Officer Richard L. Jackson.

What changed: A Schedule 13G/A amendment functioning as a routine compliance exhibit containing appended Powers of Attorney that designate authorized personnel to submit future SEC filings on behalf of institutional holders of JACS securities. The filing introduces no adjustments to redemption deadlines, trust account balances, extension provisions, deal pipeline velocity, or sponsor conduct. It solely replaces a prior Power of Attorney dated October 1, 2024 with a renewed delegation valid through July 16, 2026. The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC represent that they have appointed Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret as individual Attorneys-in-Fact. These individuals are granted unilateral authority to execute Rule 13f-1 or Regulation 13D-G submissions regarding beneficial ownership of JACS shares. Each appointment automatically terminates if the named employee separates from Goldman Sachs or ceases the associated function before July 16, 2026, while the remaining delegates retain full authority. Carey Ziegler signs both instruments as Managing Director and Attorney-in-Fact. Why it matters: For investors tracking JACS’s SEARCHING phase, capital preservation, or acquisition timeline, this submission carries zero economic or operational signal. Goldman Sachs discloses only internal filing delegation; it reports no updated ownership percentages, target candidates, management interviews, financing commitments, or litigation exposure. Because the filing contains no substantive data beyond administrative execution authority, the existing December 11, 2026 shareholder vote and redemption cutoff remains structurally intact, and trust distribution mechanics face no revision. The absence of percentage thresholds, valuation assertions, or sponsor negotiation references indicates routine regulatory housekeeping rather than positional shift, leaving merger probability and capital deployment assumptions unchanged.

What changed: A Schedule 13G/A — beneficial ownership report [0001905106-25-000070] filed by Holder: Meteora Capital, LLC. The provided excerpt reports no amendments to JACS’s redemption deadline, $10.73 trust/share value, 2026-12-11 termination date, extension requests, deal progress, or sponsor conduct. No ownership percentages, transaction dates, or aggregate share counts are disclosed in the text. Why it matters: While a 13G/A typically signals a change in institutional beneficial ownership that warrants monitoring for potential voting alignment or liquidity impacts, Meteora Capital, LLC’s submission lacks any quantitative holdings or strategic assertions in this excerpt. Consequently, investors tracking the SEARCHING status cannot derive redemption pricing effects, extension viability, or target pipeline updates from this filing alone.

What changed: Schedule 13G/A beneficial ownership report. The filing identifies Barclays PLC as the reporting holder for Jackson Acquisition Co II (JACS). The excerpt discloses no share counts, ownership percentages, or transaction dates. Why it matters: According to the document, Barclays PLC’s updated disclosure confirms institutional tracking of JACS during its SEARCHING phase, but the filing makes no claims about how the holder’s position interacts with the $10.73 trust-per-share amount, the 2026-12-11 redemption deadline, any extension negotiations, target acquisition progress, or sponsor conduct. The document also contains no substantiated claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, filed by Jackson Acquisition Company II, a blank check SPAC. Trust account value increased from $232,858,478 to $240,215,212 due to interest income; redemption value per share rose from $10.12 to $10.44. No business combination announced; still in search phase. Sponsor promissory note was amended on May 7, 2025 to be payable upon business combination or liquidation (previously due March 31, 2025 or IPO consummation). Amounts due to sponsor increased from $7,000 to $97,000. Net income of $2,346,020 for the quarter (all from trust interest). No changes to the December 11, 2026 deadline or any extension. Why it matters: The trust value per share continues to increase, improving the redemption floor for public shareholders. The sponsor's note amendment (deferring repayment until deal or liquidation) provides modest financial flexibility. With roughly 13 months remaining until the December 2026 deadline and no deal announced, pressure on the sponsor to identify a target may intensify. The rise in amounts due to sponsor suggests ongoing working capital draws.

What changed: Schedule 13G/A beneficial ownership report. The provided text lists only the document classification and holder name. It contains no modifications to JACS redemption deadlines, trust value per share, extension mechanisms, deal progress, or sponsor conduct. No party in this excerpt makes assertions regarding these mechanics. Why it matters: As a routine compliance exhibit, this update preserves the beneficial ownership registry without changing JACS current SEARCHING designation or timeline. Because the filing text omits all numerical holdings, customer claims, revenue figures, market size assessments, strategic initiatives, technology roadmaps, partnership agreements, litigation notices, and personnel appointments attributed to any entity, it supplies no actionable intelligence on capital deployment, redemption thresholds, or governance behavior. Investors must await subsequent amendments to assess whether ownership concentration crosses reporting triggers.