Jackson Acquisition Co II

DEF 14A 1 ea0308350-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

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LETTER TO SHAREHOLDERS OF JACKSON ACQUISITION COMPANY II

Dear Jackson Acquisition Company II Shareholder:

You are cordially invited to attend an extraordinary general meeting of Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), which will be held on November 20, 2026, at 9:00 a.m., ET, at the offices of Nelson Mullins Riley & Scarborough LLP, located at 901 15 th Street NW, Suite 1200, Washington, DC 20005, and as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our currently effective Amended and Restated Memorandum and Articles of Association (the “A&R Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company’s Chief Executive Officer at 2655 Northwinds Parkway, Alpharetta, GA 30009 by 4:00 p.m. ET, on November 18, 2026 (two business days prior to the initially scheduled meeting date). You can participate in the virtual Shareholder Meeting, vote and submit questions via live webcast by visitingh ttps://www.cstproxy.com/jacksonacquisitionii/2026. Please see “Questions and Answers about the Shareholder Meeting — How do I attend the virtual Shareholder Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the Shareholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting.

The accompanying notice of the Shareholder Meeting and proxy statement describe the business the Company will conduct at the Shareholder Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated October 27, 2026, and is expected to be first mailed or otherwise delivered to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal —To consider and vote upon a proposal to approve by special resolution, with effect from such date as determined by the Company’s board of directors (the “Board”) in its sole discretion, an amendment and restatement of the A&R Memorandum and Articles of Association to allow the Board, without another shareholder vote, to elect to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement as our initial business combination (an “initial business combination”) from December 11, 2026 (the “Current Termination Date”) up to twelve times, each by one additional month (each such month, a “Monthly Extension Period”), through December 11, 2027 (or within 36 months from the consummation of the Company’s initial public offering (the “IPO”)) (the “Monthly Extension Option” and such proposal, the “Extension Amendment Proposal”).

“RESOLVED, as a special resolution, with immediate effect, that the amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed hereto.”

A copy of the form of the proposed Amended and Restated Memorandum and Articles of Association, which we refer to as the “Articles Amendment,” is set forth in Annex A to the accompanying proxy statement;

2. Proposal No. 2 — Trust Amendment Proposal —To consider and vote upon a proposal to approve an amendment and restatement of the Investment Management Trust Agreement, dated as of December 9, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to reflect the Monthly Extension Option (the “Trust Amendment Proposal”). A copy of the form of the proposed Amended and Restated Investment Management Trust Agreement, which we refer to as the “Trust Amendment,” is set forth in Annex B to the accompanying proxy statement.

“RESOLVED, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, that the Company is authorized to enter into the Amended and Restated Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company annexed hereto.”

3. Proposal No. 3 — Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Shareholder Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, collectively with the Class A Ordinary Shares, the “Ordinary Shares”), in the share capital of the Company represented (either in person, virtually or by proxy) at the time of the Shareholder Meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if the Board otherwise determined before the Shareholder Meeting that additional time is necessary to effectuate the Monthly Extension Option or that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Amendment Proposal (the “Adjournment Proposal” and, collectively with the Extension Amendment Proposal and the Trust Amendment Proposal, the “Proposals”) in which case the Adjournment Proposal will be the only proposal presented at the Shareholder Meeting.

“RESOLVED, as an ordinary resolution, to adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the share capital of the Company represented (either in person, virtually or by proxy) at the time of the Shareholder Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal, or if the Board otherwise determined before the Shareholder Meeting or the chairman of the Shareholder Meeting determines at the Shareholder Meeting that additional time is necessary to effectuate the Monthly Extension Option or that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Amendment Proposal.”

The Extension Amendment Proposal and the Trust Amendment Proposal are cross-conditioned on the approval of the other. Each of the Proposals is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional flexibility to complete an initial business combination (an “initial business combination”) while preserving the redemption rights of public shareholders.

The A&R Memorandum and Articles of Association provide that the Company has until December 11, 2026 (or within 24 months after the consummation of the IPO) to complete its initial business combination. The Board believes that there may not be sufficient time on or before the Current Termination Date to complete an initial business combination. If an initial business combination is not completed before the Current Termination Date, and if the Current Termination Date is not extended, the Company would be precluded from completing an initial business combination and would be forced to liquidate. Accordingly, the Board has determined that it is in the best interests of the Company to seek an extension of the Current Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for a period of additional time to consummate an initial business combination.

The Company reserves the right at any time to cancel the Shareholder Meeting (by means of holding and thereafter adjourning the Shareholder Meeting indefinitely) and to not submit the Extension Amendment Proposal or the Trust Amendment Proposal to its shareholders. In the event the Shareholder Meeting is cancelled (by means of holding and thereafter adjourning the Shareholder Meeting indefinitely), and an initial business combination is not consummated on or before the Current Termination Date, the Company will cease all operations, redeem Public Shares and liquidate and dissolve in accordance with the A&R Memorandum and Articles of Association.

As contemplated by the A&R Memorandum and Articles of Association, the holders of the Class A Ordinary Shares issued as part of the units sold in the IPO (the “Public Shares”) may elect to redeem all or a portion of their Public Shares (the “Redemptions”) in exchange for their pro rata portion of the funds held in the trust account (the “Trust Account”) established in connection with the IPO as of two business days prior to the Shareholder Meeting if the Articles Amendment is implemented, regardless of whether or how such public shareholders vote in regard to the Extension Amendment Proposal or the Trust Amendment Proposal.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of shareholders and the Articles Amendment is made effective, holders of Public Shares remaining after the Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination or, if the Company does not complete an initial business combination, by the Current Termination Date (or such date as extended by any election of a Monthly Extension Option). Additionally, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and implemented, and the Articles Amendment and Trust Amendment become effective, in the event that the Company has not consummated an initial business combination by the Current Termination Date, the Board may, by resolution and without further approval of the Company’s public shareholders, elect to extend the Current Termination Date up to twelve times, each time by one additional month (for up to twelve total additional months to December 11, 2027, or within 36 months from the consummation of the IPO), provided that, following each such election by the Board, the Company delivers the applicable extension notice to the trustee and RJ Healthcare SPAC II, LLC, a Georgia limited liability company (the “Sponsor”), or its affiliates or designees deposits into the Trust Account an amount equal to the lesser of (i) $250,000 and (ii) $0.02 for each Public Share that is not redeemed in connection with the Shareholder Meeting, with each such deposit to be made in exchange for a non-interest bearing, unsecured promissory note. If the applicable Monthly Extension Payment is not deposited into the Trust Account on or before the then-applicable termination date, the Company will have a 30-day period following such date to cure the failure by causing the applicable Monthly Extension Payment to be deposited into the Trust Account (the “Cure Period”). If the applicable Monthly Extension Payment is not deposited before the end of the Cure Period, the Company will be required to liquidate the Trust Account in accordance with the Trust Amendment.

The amount deposited per share for each Monthly Extension Period will depend on the number of Public Shares that remain outstanding after the Redemptions and the length of the extension period that will be needed to complete an initial business combination. If more than 12,500,000 Public Shares remain outstanding after the Redemptions, the $250,000 monthly cap will apply, and the amount deposited per remaining Public Share will be less than $0.02 for each Monthly Extension Period. For example, if the Company exercises all twelve Monthly Extension Options, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Articles Amendment, then the amount deposited per share will be approximately $0.13 per share, with the aggregate maximum contribution to the Trust Account being $3,000,000. However, if 15,000,000 Public Shares are redeemed and 8,000,000 Public Shares remain outstanding after the Redemptions, then the amount deposited per share will be approximately $0.24 per share, with the aggregate maximum contribution to the Trust Account being $1,920,000. The deposits for each Monthly Extension Period are conditioned upon the implementation of the Extension Amendment Proposal and the Trust Amendment Proposal and will not occur if either the Extension Amendment Proposal or the Trust Amendment Proposal is not approved or the Articles Amendment is not implemented. The loan will not bear interest and will be repayable by the Company to the Sponsor (or its affiliates or designees) upon consummation of an initial business combination in accordance with the terms of the promissory note. If the Sponsor or its affiliates or designees advises the Company that it does not intend to make the loan, then the Proposals will not be put before the shareholders at the Shareholder Meeting.

On October 23, 2026, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.86, based on the aggregate amount on deposit in the Trust Account of approximately $249.7 million as of October 23, 2026 (including interest not previously released to the Company to pay taxes), divided by the total number of then outstanding Public Shares. The redemption price per share

in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Shareholder Meeting. The closing price of the Public Shares on the New York Stock Exchange on October 26, 2026, was $10.82. If the closing price of the Public Shares was to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the current per share redemption price as of October 23, 2026). The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete an initial business combination on or before the Current Termination Date.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and an initial business combination is not completed on or before the Current Termination Date, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then Public Shares in issue, 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 Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up.

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, which is a resolution passed by the affirmative vote of a majority of at least two-thirds (2/3) of such shareholders of the Company as, being entitled to do so, vote in person or by proxy at the Shareholder Meeting, and includes a unanimous written resolution. Pursuant to the Trust Agreement, the approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the issued and outstanding Ordinary Shares, voting together as a single class. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Articles Amendment.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, which is a resolution passed by a simple majority of the shareholders of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting, and includes a unanimous written resolution.

The Board has fixed the close of business on October 16, 2026 as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof (the “Record Date”). Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

The Board believes that it is in the best interests of the Company that the Company’s shareholders approve the Articles Amendment and the Trust Amendment. After careful consideration of all relevant factors, the Board has determined that the Proposals are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, which is a resolution passed by the affirmative vote of a majority of at leasttwo-thirds (2/3) of such shareholders of the Company as, being entitled to do so, vote in person or by proxy at the Shareholder Meeting, and includes a unanimous written resolution. Pursuant to the Trust Agreement, the approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the issued and outstanding Ordinary

Shares, voting together as a single class. The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, which is a resolution passed by a simple majority of the shareholders of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting, and includes a unanimous written resolution. Accordingly, if you fail to vote in person, virtually or by proxy at the Shareholder Meeting, your shares will not be counted as votes cast for purposes of the Extension Amendment Proposal or the Adjournment Proposal and will have the same effect as a vote “AGAINST” the Trust Amendment Proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting virtually or in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will not constitute votes cast at the Shareholder Meeting and therefore will have the same effect as a vote “AGAINST” the Trust Amendment Proposal and no effect on the approval of the Extension Amendment Proposal and the Adjournment Proposal. You can also attend the Shareholder Meeting and vote in person or online. Even if you have previously voted by submitting a proxy pursuant to any of the methods noted above, you may withdraw your proxy and vote in person or online.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER OR DELIVER YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE COMPANY’S TRANSFER AGENT PRIOR TO 4:00 P.M. ET ON THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER OR DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting and the Proposals. Whether or not you plan to attend the Shareholder Meeting, the Company urges you to read this material carefully and vote your shares.

October 27, 2026

By Order of the Board of Directors of Jackson Acquisition Company II

/s/ Richard L. Jackson

Richard L. Jackson

Chief Executive Officer and Chairman of the Board

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF JACKSON ACQUISITION COMPANY II

TO BE HELD ON NOVEMBER 20, 2026

To the Shareholders of Jackson Acquisition Company II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), will be held on November 20, 2026, at 9:00 a.m., ET, at the offices of Nelson Mullins Riley & Scarborough LLP, located at 901 15 th Street NW, Suite 1200, Washington, DC 20005, and as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

The Shareholder Meeting will be conducted via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our currently effective Amended and Restated Memorandum and Articles of Association (the “A&R Memorandum and Articles of Association”). If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company’s Chief Executive Officer at 2655 Northwinds Parkway, Alpharetta, GA 30009 by 4:00 p.m. ET, on November 18, 2026 (two business days prior to the initially scheduled meeting date). You can participate in the virtual Shareholder Meeting, vote and submit questions via live webcast by visitinghttps://www.cstproxy.com/jacksonacquisitionii/2026. Please see “Questions and Answers about the Shareholder Meeting — How do I attend the virtual Shareholder Meeting?” in the accompanying proxy statement for more information. Even if you are planning on attending the Shareholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting. The accompanying proxy statement, which is dated October 27, 2026, is expected to be mailed or otherwise delivered to shareholders on or about that date. You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal —To consider and vote upon a proposal to approve by special resolution, with effect from such date as determined by the Company’s board of directors (the “Board”) in its sole discretion, an amendment and restatement of the A&R Memorandum and Articles of Association to allow the Board, without another shareholder vote, to elect to extend the date by which the Company has to consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement as our initial business combination (an “initial business combination”) from December 11, 2026 (the “Current Termination Date”) up to twelve times, each by one additional month (each such month, a “Monthly Extension Period”), through December 11, 2027 (or within 36 months from the consummation of the Company’s initial public offering (the “IPO”)) (the “Monthly Extension Option” and such proposal, the “Extension Amendment Proposal”).

“RESOLVED, as a special resolution, with immediate effect, that the amended and restated memorandum and articles of association of the Company currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed hereto.”

A copy of the form of the proposed Amended and Restated Memorandum and Articles of Association, which we refer to as the “Articles Amendment,” is set forth in Annex A to the accompanying proxy statement;

2. Proposal No. 2 — Trust Amendment Proposal —To consider and vote upon a proposal to approve an amendment and restatement of the Investment Management Trust Agreement, dated as of December 9, 2024 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee, to reflect the Monthly Extension Option (the “Trust Amendment Proposal”). A copy of the form of the proposed Amended and Restated Investment Management Trust Agreement, which we refer to as the “Trust Amendment,” is set forth in Annex B to the accompanying proxy statement.

“RESOLVED, with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares of the Company, that the Company is authorized to enter into the Amended and Restated Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company annexed hereto.”

3. Proposal No. 3 — Adjournment Proposal —To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Shareholder Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares” and, collectively with the Class A Ordinary Shares, the “Ordinary Shares”), in the share capital of the Company represented (either in person, virtually or by proxy) at the time of the Shareholder Meeting to approve the Extension Amendment Proposal or the Trust Amendment Proposal or if the Board otherwise determined before the Shareholder Meeting that additional time is necessary to effectuate the Monthly Extension Option or that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Amendment Proposal (the “Adjournment Proposal” and, collectively with the Extension Amendment Proposal and the Trust Amendment Proposal, the “Proposals”) in which case the Adjournment Proposal will be the only proposal presented at the Shareholder Meeting.

“RESOLVED, as an ordinary resolution, to adjourn the Shareholder Meeting to a later date or dates or indefinitely, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the share capital of the Company represented (either in person, virtually or by proxy) at the time of the Shareholder Meeting to approve the Extension Amendment Proposal and the Trust Amendment Proposal, or if the Board otherwise determined before the Shareholder Meeting or the chairman of the Shareholder Meeting determines at the Shareholder Meeting that additional time is necessary to effectuate the Monthly Extension Option or that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Amendment Proposal.”

The Extension Amendment Proposal and the Trust Amendment Proposal are cross-conditioned on the approval of the other. Each of the Proposals is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional flexibility to complete an initial business combination (an “initial business combination”) while preserving the redemption rights of public shareholders.

The A&R Memorandum and Articles of Association provide that the Company has until December 11, 2026 (or within 24 months after the consummation of the IPO) to complete an initial business combination. The Board believes that there may not be sufficient time on or before the Current Termination Date to complete an initial business combination. If an initial business combination is not completed before the Current Termination Date, and if the Current Termination Date is not extended, the Company would be precluded from completing an initial business combination and would be forced to liquidate. Accordingly, the Board has determined that it is in the best interests of the Company to seek an extension of the Current Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for a period of additional time to consummate an initial business combination.

The Company reserves the right at any time to cancel the Shareholder Meeting (by means of holding and thereafter adjourning the Shareholder Meeting indefinitely) and to not submit the Extension Amendment Proposal or the Trust Amendment Proposal to its shareholders. In the event the Shareholder Meeting is cancelled (by means of holding and thereafter adjourning the Shareholder Meeting indefinitely), and an initial business combination is not consummated on or before the Current Termination Date, the Company will cease all operations, redeem Public Shares and liquidate and dissolve in accordance with the A&R Memorandum and Articles of Association.

The Board believes that it is in the best interests of the Company that the Company’s shareholders approve the Articles Amendment and the Trust Amendment. After careful consideration of all relevant factors, the Board has determined that the Proposals are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Proposals.

As contemplated by the A&R Memorandum and Articles of Association, the holders of the Class A Ordinary Shares issued as part of the units sold in the IPO (the “Public Shares”) may elect to redeem all or a portion of their Public Shares (the “Redemptions”) in exchange for their pro rata portion of the funds held in the trust account (the “Trust Account”) established in connection with the IPO as of two business days prior to the Shareholder Meeting if the Articles Amendment is implemented, regardless of whether or how such public shareholders vote in regard to the Extension Amendment Proposal or the Trust Amendment Proposal.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of shareholders and the Articles Amendment is made effective, holders of Public Shares remaining after the Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination or, if the Company does not complete an initial business combination, by the Current Termination Date (or such date as extended by any election of a Monthly Extension Option). Additionally, if the Extension Amendment Proposal and the Trust Amendment Proposal are approved and implemented, and the Articles Amendment and Trust Amendment become effective, in the event that the Company has not consummated an initial business combination by the Current Termination Date, the Board may, by resolution and without further approval of the Company’s public shareholders, elect to extend the Current Termination Date up to twelve times, each time by one additional month (for up to twelve total additional months to December 11, 2027, or within 36 months from the consummation of the IPO), provided that, following each such election by the Board, the Company delivers the applicable extension notice to the trustee and RJ Healthcare SPAC II, LLC, a Georgia limited liability company (the “Sponsor”), or its affiliates or designees deposits into the Trust Account an amount equal to the lesser of (i) $250,000 and (ii) $0.02 for each Public Share that is not redeemed in connection with the Shareholder Meeting, with each such deposit to be made in exchange for a non-interest bearing, unsecured promissory note. If the applicable Monthly Extension Payment is not deposited into the Trust Account on or before the then-applicable termination date, the Company will have a 30-day period following such date to cure the failure by causing the applicable Monthly Extension Payment to be deposited into the Trust Account (the “Cure Period”). If the applicable Monthly Extension Payment is not deposited before the end of the Cure Period, the Company will be required to liquidate the Trust Account in accordance with the Trust Amendment.

The amount deposited per share for each Monthly Extension Period will depend on the number of Public Shares that remain outstanding after the Redemptions and the length of the extension period that will be needed to complete an initial business combination. If more than 12,500,000 Public Shares remain outstanding after the Redemptions, the $250,000 monthly cap will apply, and the amount deposited per remaining Public Share will be less than $0.02 for each Monthly Extension Period. For example, if the Company exercises all twelve Monthly Extension Options, no Public Shares are redeemed and all of our Public Shares remain outstanding in connection with the Articles Amendment, then the amount deposited per share will be approximately $0.13 per share, with the aggregate maximum contribution to the Trust Account being $3,000,000. However, if 15,000,000 Public Shares are redeemed and 8,000,000 Public Shares remain outstanding after the Redemptions, then the amount deposited per share will be approximately $0.24 per share, with the aggregate maximum contribution to the Trust Account being $1,920,000. The deposits for each Monthly Extension Period are conditioned upon the implementation of the Extension Amendment Proposal and the Trust Amendment Proposal and will not occur if either the Extension Amendment Proposal or the Trust Amendment Proposal is not approved or the Articles Amendment is not implemented. The loan will not bear interest and will be repayable by the Company to the Sponsor (or its affiliates or designees) upon consummation of an initial business combination in accordance with the terms of the promissory note. If the Sponsor or its affiliates or designees advises the Company that it does not intend to make the loan, then the Proposals will not be put before the shareholders at the Shareholder Meeting.

On October 23, 2026, the most recent practicable date prior to the date of the accompanying proxy statement, the redemption price per share was approximately $10.86, based on the aggregate amount on deposit in the Trust Account of approximately $249.7 million as of October 23, 2026 (including interest not previously released to the Company to pay taxes), divided by the total number of then outstanding Public Shares. The redemption price per share in connection with the Extension Amendment Proposal will be calculated based on the aggregate amount on deposit in the Trust Account two business days prior to the Shareholder Meeting. The closing price of the Public Shares on the New York Stock Exchange on October 26, 2026, was $10.82. If the closing price of the Public Shares was to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the current per share redemption price as of October 23, 2026). The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete an initial business combination on or before the Current Termination Date. If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and an initial business combination is not completed on or before the Current Termination Date, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then Public Shares in issue, 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 Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up.

The Sponsor and the Company’s officers and independent directors will not receive any amounts held in the Trust Account as a result of their ownership of an aggregate of 5,750,000 Class B Ordinary Shares, and the direct and indirect owners of the Sponsor will not receive any amounts held in the Trust Account as a result of their ownership of an aggregate of 495,000 private placement units, which were issued in connection with the IPO. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

If the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.86. Nevertheless, the Company cannot assure you that the per-share distribution from the Trust Account, if the Company liquidates, will not be less than $10.10, plus interest, due to unforeseen claims of creditors.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT PRIOR TO 4:00 P.M. ET ON THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR

SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, which is a resolution passed by the affirmative vote of a majority of at least two-thirds (2/3) of such shareholders of the Company as, being entitled to do so, vote in person or by proxy at the Shareholder Meeting, and includes a unanimous written resolution. Pursuant to the Trust Agreement, the approval of the Trust Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the issued and outstanding Ordinary Shares, voting together as a single class. The Articles Amendment will not be implemented unless both the Extension Amendment Proposal and the Trust Amendment Proposal are approved.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, which is a resolution passed by a simple majority of the shareholders of the Company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting, and includes a unanimous written resolution.

Record holders of Ordinary Shares at the close of business on October 16, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 23,000,000 issued and outstanding Class A Ordinary Shares held by public shareholders, 495,000 Class A Ordinary Shares held by the Sponsor, 345,000 Class A Ordinary Shares held by Roth Capital Partners, LLC (“Roth”), representative of the underwriters in the IPO, and 5,750,000 issued and outstanding Class B Ordinary Shares held by the Sponsor and the Company’s officers and independent directors. The Company’s rights do not have voting rights.

The Sponsor, the Company’s officers and directors and Roth intend to vote all of their Ordinary Shares in favor of the Proposals being presented at the Shareholder Meeting. The Class B Ordinary Shares are not entitled to redemption rights and will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date hereof, the Sponsor and the Company’s officers and independent directors collectively hold 6,245,000 Ordinary Shares, consisting of 495,000 Class A Ordinary Shares and all 5,750,000 Class B Ordinary Shares, representing approximately 21.1% of the issued and outstanding Ordinary Shares. Assuming that all Ordinary Shares held by the Sponsor, the Company’s officers and directors and Roth are voted in favor of the Proposals, (i) approval of the Extension Amendment Proposal will require the affirmative vote of at least 13,136,667 Public Shares (or approximately 57.1% of the Public Shares) if all Public Shares are represented at the Shareholder Meeting and cast votes, and 3,273,334 Public Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes, (ii) approval of the Trust Amendment Proposal will require the affirmative vote of at least 12,643,500 Public Shares (or approximately 55% of the Public Shares) and (iii) approval of the Adjournment Proposal will require the affirmative vote of at least 8,205,001 Public Shares (or approximately 35.7% of the Public Shares) if all Public Shares are represented at the Shareholder Meeting and cast votes, and 807,501 Public Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

The accompanying proxy statement contains important information about the Shareholder Meeting and the Proposals. Whether or not you plan to attend the Shareholder Meeting, the Company urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated October 27, 2026 and is first being mailed to shareholders on or about that date.

October 27, 2026

By Order of the Board of Directors of Jackson Acquisition Company II

/s/ Richard L. Jackson

Richard L. Jackson

Chief Executive Officer and Chairman of the Board