8-K

Jackson Acquisition Co II (JACS)

8-K 2025-01-27 For: 2025-01-27
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):January 27, 2025

Jackson Acquisition Company II

(Exact name of registrant as specified in itscharter)

Cayman Islands 001-42432 98-1810786
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
2655 Northwinds Parkway Alpharetta, GA 30009
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(Address of Principal Executive Offices) (Zip Code)

(770) 643-5605

(Registrant’s telephone number, includingarea code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right to acquire one-tenth (1/10) of one Class A ordinary share JACS.U New York Stock Exchange LLC
Class A ordinary share, par value $0.0001 per share JACS New York Stock Exchange LLC
Rights, each right to acquire one-tenth (1/10) of one Class A ordinary share JACS.R New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 27, 2025, Jackson Acquisition Company II (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing January 30, 2025, holders of the units (the “Units”) sold in the Company’s initial public offering completed on December 11, 2024 may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and the Company’s rights to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination (the “Rights”) included in the Units. Each Unit consists of one Class A Ordinary Share and one Right. The Class A Ordinary Shares and Rights that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “JACS” and “JACS.R,” respectively. Those Units not separated will continue to trade on the NYSE under the symbol “JACS.U.” Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Ordinary Shares and Rights.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibits
99.1 Press Release dated January 27, 2025
104 Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Jackson Acquisition Company II
Date: January 27, 2025 By: /s/ Richard L. Jackson
Name: Richard L. Jackson
Title: Chief Executive Officer

2

Exhibit 99.1

Jackson Acquisition Company II Announces theSeparate Trading of its Class A Ordinary Shares and Rights Commencing January 30, 2025


ALPHARETTA, GEORGIA; January 27, 2025 - Jackson Acquisition Company II (NYSE: JACS.U) (the “Company”) today announced that, commencing January 30, 2025, holders of the units (the “Units”) sold in the Company’s initial public offering completed on December 11, 2024 may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and the Company’s rights to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination included in the Units (the “Rights”). Each Unit consists of one share of Class A Ordinary Share and one Right. The Class A Ordinary Shares and Rights that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “JACS” and “JACS.R,” respectively. Those Units not separated will continue to trade on the NYSE under the symbol “JACS.U.” Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Rights.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on December 9, 2024. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


About Jackson Acquisition Company II

Jackson Acquisition Company II is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination in any industry or geographic location, the Company intends to concentrate its search on businesses with a focus on healthcare services, healthcare technology, or otherwise focused on the healthcare industry.


Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for and/or completion of an initial business combination. No assurance can be given that the Company will complete an initial business combination. Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.


Investor Contact:

Richard L. Jackson

Jackson Acquisition Company II

678-690-1079