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): ~~December~~January 1127, ~~2024~~2025

Jackson Acquisition Company II

(Exact name of registrant as specified in its charter)

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
(Address of Principal Executive Offices)		(Zip Code)

(770) 643-5605

(Registrant’s telephone number, including area 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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ~~December~~January 1127, ~~2024~~2025, Jackson Acquisition Company II (the “Company”) issued ~~consummated~~a ~~its~~press ~~initial~~release, ~~public~~a ~~offering~~copy ~~(the “IPO”)~~ of ~~20,000,000~~which ~~units~~is ~~(the “Units”).~~attached Inas ~~connection~~Exhibit ~~with~~99.1 ~~the~~to ~~closing,~~this ~~the~~Current ~~underwriter~~Report ~~fully~~on ~~exercised~~Form ~~its over~~8-~~allotment~~K, ~~option~~announcing tothat, ~~purchase~~commencing 3January 30,~~000~~ 2025,~~000 additional~~ ~~Units~~holders of the units (the “~~OA Option~~Units”) ~~for~~sold anin ~~aggregate~~the ofCompany’s 23initial public offering completed on December 11,~~000,000~~ 2024 ~~Units~~may ~~sold.~~elect ~~Each~~to ~~Unit~~separately ~~consists~~trade ofthe ~~one~~Company’s Class A ordinary ~~share~~ shares, par value $0.0001 per share (the “Class A Ordinary ~~Share~~ Shares”), ofand the Company’s ~~and~~rights ~~one right~~ to ~~acquire~~receive one-tenth (1/10) of ~~one~~a Class A ~~ordinary~~Ordinary ~~share~~Share upon the consummation of an initial business combination (the “Rights”). ~~The~~included ~~Units~~in ~~were~~the ~~sold~~Units. atEach aUnit ~~price~~consists of ~~$10~~one Class A Ordinary Share and one Right.00 The ~~per~~Class ~~Unit~~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,” ~~generating~~respectively. ~~gross~~Those ~~proceeds~~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 oftransfer ~~$230~~agent,~~000,000~~ in order to separate the Units into shares of Class A Ordinary Shares and Rights.

~~Simultaneously~~Item with the closing of the IPO, the Company completed the private sale of an aggregate of 840,000 private placement units (the “Private Placement Units”) to RJ Healthcare SPAC II, LLC, and Roth Capital Partners, LLC at a purchase price of $109.~~00 per Private Placement Unit, generating gross proceeds to the Company of $8,400,000~~01. ~~The~~Financial ~~Private~~Statements ~~Placement Units are identical to the Units sold in the IPO~~ and ~~OA Option, subject to certain limited exceptions, and will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination~~Exhibits. ~~The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.~~

A(d) total of $232,300,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, were placed into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of December 11, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private Placement Units has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.Exhibits

Item 9.01 Financial Statement and 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).

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~1

Exhibit No.		Description of Exhibits
99.1		Audited Balance Sheet, as of December 11, 2024.

SIGNATURE

1Pursuant 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.

SIGNATURE

	Jackson Acquisition Company II

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

~~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.~~2

	Jackson Acquisition Company II
Date: December 17, 2024	By:	/s/ Richard L. Jackson
	Name:	Richard L. Jackson
	Title:	Chief Executive Officer

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