What changed in this filing

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Item 3. Legal Proceedings

2026-03-20 compared with 2025-03-18 · 0 added, 50 removed, 8 unchanged (86% of the section changed)

7 unchanged sentences

Not applicable.

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.

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.

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

Recent Sales of Unregistered Securities;

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.

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

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-K

Item 3. Legal Proceedings