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Item 1. Financial Statements

2025-05-08 compared with 2025-01-15 · 362 added, 250 removed, 354 unchanged (63% of the section changed)

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JACKSON ACQUISITION COMPANY II

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2024

CONDENSED BALANCE SHEETS

Current assets

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Total Current Assets

Deferred offering costs

Liabilities and Shareholders’ Deficit

Long-term prepaid insurance

Investments held in Trust Account

$ 236,280,906

$ 234,005,881

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accrued offering costs

Accounts payable and accrued expenses

Accrued offering costs

Due to Sponsor

Promissory note - related party

Total Liabilities

Commitments and Contingencies (Note 6)

Shareholders’ Deficit

Total Current Liabilities

Commitments (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.23 and $ 10.12 per share as of March 31, 2025 and December 31, 2024, respectively.

Shareholders’ Equity

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of March 31, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

none issued or outstanding

840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

5,750,000 shares issued and outstanding (1)

5,750,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital

Accumulated deficit

Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriter’s over-allotment option is exercised (see Note 5).

On December 11, 2024, the Company consummated its IPO and

sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional

units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

Retained earnings

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

$ 236,280,906

$ 234,005,881

The accompanying notes are an integral part of

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CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION)

THROUGH SEPTEMBER 30, 2024

General and administrative costs

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Operational costs

Loss from operations

Weighted average shares outstanding, Class B ordinary shares (1)

Basic and diluted net loss per share, Class B ordinary shares

an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which

the underwriter’s over-allotment option is exercised (see Note 5).

On December 11, 2024, the Company consummated its IPO and

sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional

units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

Other income:

Interest earned on marketable securities held in Trust Account

Total other income

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income per non-redeemable Class A and Class B ordinary share

The accompanying notes are an integral part of

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CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION)

THROUGH SEPTEMBER 30, 2024

Ordinary Shares

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Class A Ordinary

Class B Ordinary

Shareholders’

Balance — September 11, 2024 (Inception)

Issuance of Class B ordinary shares to Sponsor (1)

Balance – September 30, 2024 (Unaudited)

(1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5).

On December 11, 2024, the Company consummated its IPO and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

Balance – December 31, 2024

Accretion for Class A ordinary shares to redemption amount

( 2,025,600 )

( 2,433,722 )

Balance – March 31, 2025 (unaudited)

The accompanying notes are an integral part of

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CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION)

THROUGH SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs (included in general and administrative costs) paid

via issuance of founder shares

Payment of general and administrative costs via promissory

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

( 2,433,722 )

Changes in operating assets and liabilities:

Accrued expenses

Prepaid expenses

Accounts payable and accrued expenses

Due to Sponsor

Net cash used in operating activities

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Non-Cash Investing and Financing Activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through promissory note - related party

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs contributed by sponsor through promissory note

Prepaid services contributed in exchange for issuance of Class B ordinary shares

Accretion of Class A ordinary shares to redemption value

The accompanying notes are an integral part of

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JACKSON ACQUISITION COMPANY II

NOTES TO CONDENSED

FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (UNAUDITED)

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS

Jackson Acquisition Company II (the “Company”)

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risks associated with early stage and emerging growth companies.

As of September 30, 2024, the Company had not

commenced any operations.

All activity for the period from September 11, 2024 (inception) through September 30, 2024, relates to

the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate

non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected

December 31 as its fiscal year end.

As of March 31, 2025, the Company had not commenced

any operations.

All activity for the period from September 11, 2024 (inception) through March 31, 2025, relates to the Company’s

formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after

the completion of a Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from

the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

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On December 11, 2024, the Company consummated the Initial Public Offering

of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered,

the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of

of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”), 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 , which is described in Note 3.

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 840,000 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to RJ Healthcare SPAC II, LLC (the “Sponsor”)

and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $ 8,400,000 , which

is described in Notes 4.

Simultaneously with the closing of

the Initial Public Offering, the Company consummated the sale of 840,000 private placement units (each, a “Private Placement Unit”)

at a price of $ 10.00 per Private Placement Unit in a private placement to RJ Healthcare SPAC II, LLC (“Sponsor”) and Roth

Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $ 8,400,000 , which is described

Transaction costs amounted to $ 5,157,741 , consisting

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must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least

80 % of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and

excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business Combination.

80 % of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes

and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued

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Except with respect to interest earned on the funds held in the Trust Account that

may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Units

will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,

may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement

Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination,

(ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within

24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors

may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares

properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of

association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination

within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the Company’s public shareholders.

24 months from the closing of the Initial Public Offering (December 11, 2026) or by such earlier liquidation date as the Company’s

board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s

public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with

the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial

Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of

the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public

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The public shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust

Account (initially $ 10.10 per share), calculated as of two business days prior to the completion of a Business Combination, including

any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights.

ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering,

in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

Account (initially $ 10.10 per Public Share), calculated as of two business days prior to the completion of a Business Combination,

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its

tax obligations, if any.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the

Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

If the Company seeks shareholder approval in connection

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with respect to the Founder Shares if the Company fails to complete a Business Combination.

The Company will have until 24 months from

the closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination.

If the Company is

unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100 % of

the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned (less up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number

of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each

case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Company will have until 24 months from the closing of the Initial Public Offering (December 11, 2026) (the “Combination

Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination within the Combination

Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible

but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 100,000 of interest to pay

dissolution expenses and net of taxes payable, if any), divided by the number of then outstanding Public Shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders

and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation

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from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriter has agreed

to waive its rights to its Business Combination Marketing Fee (see Note 6) held in the Trust Account in the event the Company does

not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held

in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible

that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit

The underwriters have agreed

to waive their rights to its Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business

Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

The Sponsor has agreed that it will be liable

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the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter

may be withdrawn to pay taxes, if any.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

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execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2024, the Company had no cash

and a working capital deficit of $ 215,119 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit

of its acquisition plans.

There is no assurance that the Company’s plans to raise capital will be successful.

In connection with

the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going

Concern,” as of September 30, 2024, and including the closing of the Initial Public Offering on December 11, 2024, the Company has

sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial

The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful.

Risks and Uncertainties

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for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Capital Resources

As of March 31, 2025, the Company had $ 755,968

in cash and working capital of $ 522,736 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit

of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance

with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

as of March 31, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the

date of issuance of these unaudited condensed financial statements.

NOTE 2 — SIGNIFICANT ACCOUNTING

Basis of Presentation

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necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on

December 11, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on December 17, 2024.

results for the period from September 11, 2024 (inception) through September 30, 2024, are not necessarily indicative of the results to

be expected for the period ending December 31, 2024 or for any future periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form

10-K for the period ended December 31, 2024, as filed with the SEC on March 18, 2025.

The interim results for the three months ended March

31, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

Segment Reporting

The Company complies with Accounting Standards

Update 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable

segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

Emerging Growth Company

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This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

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conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements.

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting periods.

Making estimates requires management to exercise

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

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with an original maturity of three months or less when purchased to be cash equivalents.

The Company had no cash and no cash equivalents

as of September 30, 2024.

Deferred Offering Costs

The Company had $ 755,968 and $ 949,366 in cash

and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

At March 31, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented

on the condensed balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying

unaudited condensed statement of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets

for identical assets.

As of March 31, 2025 and December 31, 2024, the Company reported $ 235,292,200 and $ 232,858,478 in investments held

in the Trust Account, respectively.

Offering Costs

The Company complies with the requirements of

the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.”

Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally

of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”)

ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible

debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between

Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value

of the rights and then to the Class A ordinary shares.

On the date of the Initial Public Offering, on December 11, 2024, offering

costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public Share

Rights and Private Placement Rights were charged to shareholders’ equity as Public Share Rights and Private Placement Rights after

management’s evaluation were accounted for under equity treatment.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units

between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned

value of the Share Rights and then to the Class A ordinary shares.

Offering costs allocated to Public Shares were charged to temporary

equity, and offering costs allocated to Public Share Rights (as defined below) and Private Placement Units were charged to shareholders’

equity as the Public Share Rights and Private Placement Rights (as defined below), after management’s evaluation, were accounted

for under equity treatment.

The Company accounts for income taxes under ASC 740,

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ASC 740 requires the recognition of deferred tax assets and liabilities

for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected

for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected

future tax benefit to be derived from tax loss and tax credit carryforwards.

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ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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There were no unrecognized tax benefits

and no amounts accrued for interest and penalties as of September 30, 2024.

The Company is currently not aware of any issues under review

that could result in significant payments, accruals or material deviation from its position.

The Company has been subject to income tax

examinations by major taxing authorities since inception.

and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been

subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands

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liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying

amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The Company accounts for the Public Share Rights

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equity treatment at its assigned value.

Net Loss per Ordinary Share

Net loss per ordinary share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that were subject to forfeiture by the

holders thereof depending on the extent to which the underwriter’s over-allotment option was exercised (see Note 5).

30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into

ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share is the same as basic loss

per ordinary share for the periods presented.

Class A Redeemable Share Classification

The Public Shares contain a redemption feature

which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, the Company

classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control

of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares

will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March

31, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary

equity, outside of the shareholders’ equity section of the Company’s condensed balance sheets.

As of March 31, 2025 and December

31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following

Gross proceeds

$ 230,000,000

Proceeds allocated to Public Share Rights

( 2,760,000 )

Class A ordinary shares issuance costs

( 5,076,432 )

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2024

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2025

$ 235,292,200

Net Income per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred

to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares.

Income and losses are shared pro rata

between the two classes of ordinary shares.

This presentation assumes a Business Combination as the most likely outcome.

Net income per

ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary

share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive

one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted

income per ordinary share, because their exercise is contingent upon future events.

As a result, diluted net income per ordinary share

is the same as basic net income per ordinary share for the three months ended March 31, 2025.

Accretion associated with the redeemable

Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The Company has considered the effect of Class

B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by

the underwriters.

Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning

of the interim period to determine the dilutive impact of these shares.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary

share for each class of ordinary shares:

Basic and diluted net income per ordinary share:

For the Three Months Ended March 31, 2025

Redeemable Class A

Non-redeemable Class A and Class B

Allocation of net income

Weighted-average shares outstanding

Basic and diluted net income per ordinary share

Recently Issued Accounting Standards

Management does not believe that any other recently

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed

financial statement.

INITIAL PUBLIC OFFERING

financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on December

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The Company will not issue fractional Class A ordinary shares.

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

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If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account

will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units

(including the underlying ordinary shares (“Private Placement Shares”) and rights (“Private Placement Rights”))

are identical to the Public Units (including the underlying Public Shares and Public Share Rights) sold in the Initial Public Offering.

RELATED PARTY TRANSACTIONS

a Business Combination within the Combination Period, unless extended, the proceeds from the sale of the Private Placement Units held

in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Placement Units (including the underlying ordinary shares (“Private Placement Shares”) and rights (“Private Placement

Rights”)) are identical to the Public Units (including the underlying Public Shares and Public Share Rights) sold in the Initial

Public Offering.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

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Shares”) issued to the Sponsor.

Up to 750,000 of the Founder Shares were to be surrendered by the Sponsor for no consideration depending

on the extent to which the underwriters’ over-allotment was exercised.

On December 11, 2024, the underwriters exercised their over-allotment

option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 founder shares are no longer subject to forfeiture.

On November 18, 2024, the Sponsor transferred 200,000 Founder Shares

to the Company’s officers and directors at their original purchase price.

The sale of the Founder Shares to the Company’s

directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

Up to 750,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration

depending on the extent to which the underwriters’ over-allotment was exercised.

On December 11, 2024, the underwriters exercised

their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 founder shares are no

longer subject to forfeiture.

On November 18, 2024, the Sponsor transferred

200,000 Founder Shares to the Company’s officers and directors at their original purchase price.

The sale of the Founder Shares

to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon

the grant date.

The fair value of the 200,000 shares granted to the Company’s director nominees was $ 206,000 or $ 1.03 per share.

Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related

to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature.

As of September 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based

compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered

probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair

value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense

related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting

literature in this circumstance.

The Company’s initial shareholders have

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Promissory Note — Related Parties

On September 13, 2024, the Company issued

an unsecured promissory note to RJ Healthcare SPAC II, LLC (the “Promissory Note”), pursuant to which the Company may

borrow up to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31,

2025 or (ii) the consummation of the Initial Public Offering.

As of September 30, 2024, there was $ 120,368 outstanding under the

Promissory Note.

On September 13, 2024, the Company

issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up

to an aggregate principal amount of $ 300,000 .

The Promissory Note is non-interest bearing and was payable on the earlier of

(i) March 31, 2025 or (ii) the consummation of the Initial Public Offering.

On May 7, 2025, the Promissory Note was amended such

that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

As of March 31, 2025 and December 31, 2024, there was $ 198,024 outstanding under the Promissory Note.

Administrative Services Agreement

The Company entered into an agreement with the

Sponsor, commencing on December 9, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation,

Sponsor, commencing on December 9, 2024 through the earlier of the Company’s consummation of a Business Combination or its liquidation,

to pay an aggregate of $ 10,000 per month for office space and administrative and support services.

For the three months ended March 31,

2025, the Company incurred $ 30,000 for these services.

At March 31, 2025 and December 31, 2024, the Company owed $ 37,000 and $ 7,000 , respectively,

for these services.

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, either of the Sponsor, any of their respective affiliates or certain of the Company’s directors and

officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company

completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released

to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that

a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital

Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,

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.

with a Business Combination, the Sponsor, any of its affiliates or certain of the Company’s directors and officers may, but are

not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business

Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital

Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, 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

The Units would be identical to the Private Placement Units.

As of September 30, 2024, there

are no Working Capital Loans outstanding.

COMMITMENTS AND CONTINGENCIES

As of March 31, 2025 and December 31, 2024, there are no Working

Capital Loans outstanding.

NOTE 6 — COMMITMENTS

Registration Rights

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Business Combination Marketing Fee

The Company engaged Roth, on December 9, 2024,

as an advisor in connection with its Business Combination.

The Company 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 September 30, 2024, no Business Combination Marketing Fee has been incurred or recorded.

SHAREHOLDERS’ DEFICIT

The Company has engaged Roth as an advisor in

connection with its Business Combination.

The Company 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,

As of March 31, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares — The

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other

rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30, 2024, there

were no preference shares issued or outstanding.

Class A Ordinary Shares — The

Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A

ordinary shares are entitled to one vote for each share.

At September 30, 2024, there were no shares of Class A ordinary shares issued

or outstanding.

Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and

other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2025 and

December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company

is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

Holders of Class A ordinary

shares are entitled to one vote for each share.

At March 31, 2025 and December 31, 2024, there were 840,000 Class A ordinary shares

issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

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the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

As of September 30, 2024, there were 5,750,000 Class B ordinary shares issued

and outstanding.

As of March 31, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary

shares issued and outstanding.

Only holders of Class B ordinary shares will

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Accordingly, the rights may expire worthless.

SUBSEQUENT EVENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2025 and December

31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

$ 235,292,200

$ 232,858,478

At March 31, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities and

have readily determinable values using available market information.

Fair values of these investments are determined by Level 1 inputs

utilizing quoted prices (unadjusted) in active markets for identical assets.

NOTE 9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from

which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

The Company’s CODM has been identified as

the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on

the condensed statement of operations as net income.

The measure of segment assets is reported on the condensed balance sheets as total

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several

key metrics included in net income and total assets, which include the following:

Investments held in Trust Account

$ 235,292,200

$ 232,858,478

Operational costs

Interest earned on marketable securities held in Trust Account

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine

the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operational costs are reviewed and monitored by

the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within

the Combination Period.

The CODM also reviews operational costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

Operational costs, as reported on the condensed statement of operations, are the significant

segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

are reported on the condensed statement of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review,

other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the condensed financial statements.

On November 18, 2024, the Sponsor transferred

an aggregate of 200,000 Founder Shares to the Company’s officers and directors at their original purchase price.

The fair value

of the 200,000 shares granted to the Company’s officers and directors was $ 206,000 or $ 1.03 per share.

The Founder Shares were granted

subject to a performance condition (i.e., the occurrence of a Business Combination).

On December 11, 2024, the Company 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 , which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 840,000 Private Placement Units at a price of $ 10.00

per Private Placement Unit in a private placement to the Sponsor and Roth, generating gross proceeds of $ 8,400,000 , which is described

On December 11, 2024, in connection with the closing of the Initial

Public Offering, the underwriters were paid $ 4,000,000 .

that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued.

this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial

statements other than discussed below.

On May 7, 2025, the Promissory Note was amended

such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements