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Item 2. Management’s Discussion and Analysis

2026-08-11 compared with 2026-05-14 · 65 added, 149 removed, 14 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

References in this report (this “Quarterly

Report”) to “we,” “us” or the “Company” refer to Jackson Acquisition Company II.

to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to RJ Healthcare SPAC II, LLC.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve

risks and uncertainties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Jackson Acquisition Company II.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to RJ Healthcare SPAC II, LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of

an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the “Risk Factors” section of the Company’s final prospectus for its Initial Public Offering filed with the U.S.

and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s

website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to

update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the

Cayman Islands on September 11, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share

purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”).

to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private

Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the “Risk Factors” section of the Company’s final prospectus for its Initial Public Offering filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the Cayman Islands on September 11, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”).

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from September 11, 2024 (inception) through March 31, 2026 were

organizational activities, those necessary to prepare for the Initial Public Offering, discussed below, and identifying a target company

for a Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from September 11, 2024 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, discussed below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the three months ended

March 31, 2026, we had net income of $1,969,083, which consists of interest earned on marketable securities held in the Trust Account

of $2,137,355 offset by general and administrative expenses of $168,272.

For the three months ended

March 31, 2025, we had net income of $2,227,401, which consisted of interest earned on marketable securities held in Trust Account of

$2,433,722, offset by operational costs of $206,321.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

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

For the three months ended June 30, 2025, we had net income of $2,318,336, which consisted of interest earned on marketable securities held in Trust Account of $2,447,373, offset by general and administrative expenses of $129,037.

For the six months ended June 30, 2026, we had net income of $3,949,131, which consists of interest earned on marketable securities held in the Trust Account of $4,301,982 offset by general and administrative expenses of $352,851.

For the six months ended June 30, 2025, we had net income of $4,545,737, which consisted of interest earned on marketable securities held in Trust Account of $4,881,095, offset by general and administrative expenses of $335,358.

Liquidity and Capital Resources

On December 11, 2024, we

consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment

option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement

Unit in a private placement to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating

gross proceeds of $8,400,000.

Following the Initial Public

Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $232,300,000 was placed

in the Trust Account.

For the three months ended

March 31, 2026, net cash used in operating activities was $128,309.

Net income of $1,969,083 was offset by interest earned on marketable

securities of $2,137,355 and changes in operating assets and liabilities, which provided $39,963 of cash from operating activities.

For the three months ended

March 31, 2025, net cash used in operating activities was $193,398.

Net income of $2,227,401 was offset by interest earned on marketable

securities of $2,433,722 and changes in operating assets and liabilities, which provided $12,923 of cash from operating activities.

At March 31, 2026, we had

marketable securities held in the Trust Account of $244,680,543.

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, if any, to complete

an initial Business Combination.

On December 11, 2024, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $8,400,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $232,300,000 was placed in the Trust Account.

For the six months ended June 30, 2026, net cash used in operating activities was $163,438.

Net income of $3,949,131 was offset by interest earned on marketable securities of $4,301,982 and changes in operating assets and liabilities, which provided $189,413 of cash from operating activities.

For the six months ended June 30, 2025, net cash used in operating activities was $227,705.

Net income of $4,545,737 was offset by interest earned on marketable securities of $4,881,095 and changes in operating assets and liabilities, which provided $107,653 of cash from operating activities.

At June 30, 2026, we had marketable securities held in the Trust Account of $246,845,170.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, if any, to complete an initial Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital

or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account

will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our

growth strategies.

At March 31, 2026, we had

cash of $393,467 held outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and

evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or

similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working

capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor

or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At June 30, 2026, we had cash of $358,338 held outside of the Trust Account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”).

If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay

such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital

Loans for each such person may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit.

31, 2026 and December 31, 2025, no amounts were outstanding under the Working Capital Loans.

We may need to raise additional

funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target

business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,

we may have insufficient funds available to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain

additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our

public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection

with such Business Combination.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans for each such person may be convertible into Units of the post-Business Combination entity at a price of $10.00 per Unit.

At June 30, 2026 and December 31, 2025, no amounts were outstanding under the Working Capital Loans.

We may need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

In connection with the Company’s

assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,”

as of March 31, 2026, the Company has determined that mandatory liquidation and subsequent dissolution, should the Company be unable to

complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

has until December 11, 2026 to consummate a Business Combination.

Additionally, the expectation of significant future costs raises substantial

doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

plans to address this uncertainty through debt or equity financing.

There is no assurance that our plans to raise capital or to consummate

a business combination will be successful within the Completion Window.

If a Business Combination is not consummated by this date, there

will be a mandatory liquidation and subsequent dissolution.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” as of June 30, 2026, the Company has determined that mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until December 11, 2026 to consummate a Business Combination.

Additionally, the expectation of significant future costs raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

Management plans to address this uncertainty through debt or equity financing.

There is no assurance that our plans to raise capital or to consummate a business combination will be successful within the Completion Window.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of

$10,000 per month for office space and administrative and support services.

For the three months ended March 31, 2026 and 2025 we incurred

$30,000 for these services.

At March 31, 2026 and December 31, 2025, we owed $157,000 and $127,000, respectively, for these services.

We have engaged Roth as an

advisor in connection with its Business Combination.

We will pay Roth a cash fee (the “Business Combination Marketing Fee”)

for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial

Public Offering, an aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11,

As of March 31, 2026 and December 31, 2025, no Business Combination Marketing Fee has been incurred or recorded.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month for office space and administrative and support services.

For the three and six months ended June 30, 2026 and 2025, we incurred $30,000 and $60,000, respectively, for these services.

At June 30, 2026 and December 31, 2025, we owed $187,000 and $127,000, respectively, for these services.

We have engaged Roth as an advisor in connection with our Business Combination.

We will pay Roth a cash fee (the “Business Combination Marketing Fee”) for such services upon the consummation of its initial Business Combination in an amount up to 4.0% of the gross proceeds of the Initial Public Offering, an aggregate of up to $9,200,000 after the underwriters exercised their over-allotment option in full on December 11, 2024.

As of June 30, 2026 and December 31, 2025, no Business Combination Marketing Fee has been incurred or recorded.

Critical Accounting Estimates

The preparation of unaudited

condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States

of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

At March 31, 2026, we have not identified any critical accounting estimates.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

At June 30, 2026, we have not identified any critical accounting estimates.

Recent Accounting Pronouncements

In November 2024, the FASB

issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information

about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for

fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe

that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our

unaudited condensed financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

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 2. Management’s Discussion and Analysis