Jackson Acquisition Co II 10-K

Item 3. Legal Proceedings. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations. Item 4. Mine Safety Disclosures. Not applicable. 22 PART II Item 5. Market Information. Our Public Units, Class A Ordinary Shares and Rights are each traded on the NYSE under the symbols “JACS.U,” “JACS” and “JACS.R,” respectively. Holders As of the date hereof, we had 3 holders of record of our units, 1 holder of record of our separately traded Class A Ordinary Shares, 6 holders of record of our Class B Ordinary Shares and 1 holder of record of our separately traded Rights. The number of record holders was determined from the records of our transfer agent. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings On September 13, 2024, the Sponsor acquired 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Founder Shares”), respectively, for an aggregate purchase price of $25,000, or approximately $0.004 per share. On November 18, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred an aggregate of 200,000 Founder Shares to our officers and directors at their original purchase price. The issuance of such Class B Ordinary Shares to the Sponsor was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. On December 11, 2024, we consummated the IPO of 23,000,000 Units at $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Roth acted as sole manager of the IPO. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-282393). The Securities and Exchange Commission declared the registration statement effective on December 9, 2024. Simultaneously with the closing of the IPO, we consummated the sale of an aggregate of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the IPO, generating gross proceeds of $8,400,000. Of those 8,400,000 Private Placement Units, the Sponsor purchased 495,000 Private Placement Units and Roth Capital Partners, LLC purchased 345,000 Private Placement Units. Of the gross proceeds received from the IPO, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $232,300,000 was placed in the Trust Account. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 23 Item 6. Reserved.