Jackson Acquisition Co II

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our Initial Public Offering. As of the date of this report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC, except as described below.

Our Class A ordinary shares, rights and units are listed on the New York Stock Exchange (“NYSE”). We are subject to compliance with the NYSE’s continued listing requirements in order to maintain the listing of our securities on the NYSE. Such continued listing requirements for the Class A ordinary shares include:

On February 6, 2026, we received a notice from the NYSE that we were not in compliance with NYSE listing standard 802.01B because we had fallen below compliance with the 300 public shareholders requirement. In accordance with the NYSE listing requirements, we submitted a plan on March 19, 2026 that demonstrated how we expected to return to compliance with NYSE listing standard 802.01B. On April 29, 2026, the NYSE notified us it had accepted our plan and that we are eligible to continue our listing during a plan period that expires on August 6, 2027 (the “Plan Period”), subject to our compliance with other NYSE continued listing standards and periodic review by the NYSE of our progress under the plan.

The NYSE’s acceptance of our plan is subject to ongoing conditions, and our continued listing during the Plan Period is not assured. Our plan is heavily dependent on the announcement or completion of a contemplated Business Combination, and our failure to demonstrate consistent progress toward that goal could result in the NYSE subjecting us to immediate reassessment. To regain compliance, we must achieve the minimum continued listing standard of at least 300 total stockholders by the completion of the cure period. The NYSE will commence suspension and delisting procedures against us if we fail to satisfy the applicable requirements at the appropriate time, and we can provide no assurance that we will regain compliance with NYSE listing standard 802.01B within the Plan Period or maintain compliance with the NYSE’s other continued listing standards.

We cannot assure you that we will continue to meet the NYSE’s continued listing requirements. If our securities do not meet the NYSE’s continued listing requirements, the NYSE may delist our securities from trading on its exchange. If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A ordinary shares, units and rights currently qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial Business Combination, which may negatively impact our ability to consummate our initial Business Combination.