UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42432

JACKSON ACQUISITION COMPANY II

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1810786
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2655 Northwinds Parkway

Alpharetta, GA 30009

(Address of principal executive offices)

(770) 643-5605

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~January~~May 158, 2025, there are 23,840,000 ~~Class~~ Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

JACKSON ACQUISITION COMPANY II

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements	1
Condensed Balance Sheet as of September 30, 2024 (Unaudited)	1
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
Condensed Statement of Operations For the Period from September 11, 2024 (Inception) Through September 30, 2024 (Unaudited)	2
Condensed Statement of Operations for the Three Months Ended March 31, 2025 (Unaudited)	2
Condensed Statement of Changes in Shareholders’ Deficit For the Period from September 11, 2024 (Inception) Through September 30, 2024 (Unaudited)	3
Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2025 (Unaudited)	3
Condensed Statement of Cash Flows For the Period from September 11, 2024 (Inception) Through September 30, 2024 (Unaudited)	4
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1519
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	1722
Part II. Other Information
Item 1. Legal Proceedings	1823
Item 1A. Risk Factors	1823
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1823
Item 3. Defaults Upon Senior Securities	1824
Item 4. Mine Safety Disclosures	1824
Item 5. Other Information	1824
Item 6. Exhibits	1824
Part III. Signatures	1925

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JACKSON ACQUISITION COMPANY II

CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2024

	March 31,		December 31,
	2025		2024
ASSETS	(Unaudited)
Current assets
Cash	$	755,968	$	949,366
Prepaid expenses		171,932		113,530
Total Current Assets		927,900		1,062,896
Long-term prepaid insurance		60,806		84,507
Investments held in Trust Account		235,292,200		232,858,478
Total Assets	$	236,280,906	$	234,005,881

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	80,250	$	57,626
Accrued offering costs		89,890		94,890
Due to Sponsor		37,000		7,000
Promissory note - related party		198,024		198,024
Total Current Liabilities		405,164		357,540

Commitments (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.23 and $10.12 per share as of March 31, 2025 and December 31, 2024, respectively.		235,292,200		232,858,478

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2025 and December 31, 2024		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 840,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024		84		84
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024		575		575
Additional paid-in capital		—		408,122
Retained earnings		582,883		381,082
Total Shareholders’ Equity		583,542		789,863
Total Liabilities and Shareholders’ Equity	$	236,280,906	$	234,005,881

Assets
Current assets
Prepaid expenses	$	3,249
Total current assets		3,249
Deferred offering costs		190,551
Total Assets	$	193,800
Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued offering costs	$	93,000
Accounts payable and accrued expenses		5,000
Promissory note - related party		120,368
Total Liabilities		218,368
Commitments and Contingencies (Note 6)
Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)		575
Additional paid-in capital		24,425
Accumulated deficit		(49,568	)
Total Shareholders’ Deficit		(24,568	)
Total Liabilities and Shareholders’ Deficit	$	193,800

(1) Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On December 11, 2024, the Company consummated its IPO and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the unaudited condensed financial statements.

JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF OPERATIONS

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~SEPTEMBER~~ENDED ~~11,~~MARCH ~~2024 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2024~~2025

(UNAUDITED)

General and administrative costs	$	49,568
Operational costs	$	206,321
Loss from operations		(49206,~~568~~321	)
Net loss	$	(49,568	)
Other income:
Weighted average shares outstanding, Class B ordinary shares (1)		5,000,000
Interest earned on marketable securities held in Trust Account		2,433,722
Basic and diluted net loss per share, Class B ordinary shares	$	(0.01	)
Total other income		2,433,722
Net income	$	2,227,401
Weighted average redeemable Class A ordinary shares outstanding – basic and diluted		23,000,000
Basic and diluted net income per redeemable Class A ordinary share	$	0.08
Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic and diluted		6,590,000
Basic and diluted net income per non-redeemable Class A and Class B ordinary share	$	0.08

(1) Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Note 5). On December 11, 2024, the Company consummated its IPO and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the unaudited condensed financial statements.

JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ ~~DEFICIT~~EQUITY

(UNAUDITED)

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~SEPTEMBER~~ENDED ~~11,~~MARCH ~~2024 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2024~~2025

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			~~Accumulated~~Retained			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			~~Deficit~~Earnings			~~Deficit~~Equity
Balance — September 11, 2024 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Balance – December 31, 2024		840,000	$	84		5,750,000	$	575	$	408,122		$	381,082		$	789,863
Issuance of Class B ordinary shares to Sponsor(1)		—		—		5,750,000		575		24,425			—			25,000
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		(408,122	)		(2,025,600	)		(2,433,722	)
Net loss		—		—		—		—		—			(49,568	)		(49,568	)
Net income		—		—		—		—		—			2,227,401			2,227,401
Balance – September 30, 2024 (Unaudited)		—	$	—		5,750,000	$	575	$	24,425		$	(49,568	)	$	(24,568	)
Balance – March 31, 2025 (unaudited)		840,000	$	84		5,750,000	$	575	$	—		$	582,883		$	583,542

The accompanying notes are an integral part of the unaudited condensed financial statements.

JACKSON ACQUISITION COMPANY II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~SEPTEMBER~~ENDED ~~11,~~MARCH ~~2024 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2024~~2025

(UNAUDITED)

Cash Flows from Operating Activities:
Net loss	$	(49,568	)
Net income	$	2,227,401
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Formation costs (included in general and administrative costs) paid via issuance of founder shares		8,148
Interest earned on marketable securities held in Trust Account		(2,433,722	)
Payment of general and administrative costs via promissory note		36,420
Changes in operating assets and liabilities:
Accrued expenses		5,000
Prepaid expenses		(34,701	)
Net cash used in operating activities		—
Accounts payable and accrued expenses		17,624
Net Change in Cash		—
Due to Sponsor		30,000
Cash – Beginning of period		—
Net cash used in operating activities		(193,398	)
Cash – End of period	$	—
Net Change in Cash		(193,398	)
Non-Cash investing and financing activities:
Cash - Beginning of period		949,366
Deferred offering costs included in accrued offering costs	$	93,000
Cash - End of period	$	755,968
Deferred offering costs paid through promissory note - related party	$	83,948
Non-Cash Investing and Financing Activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	2,753
Accretion of Class A ordinary shares to redemption value	$	2,433,722
Deferred offering costs contributed by sponsor through promissory note	$	10,850
Prepaid services contributed in exchange for issuance of Class B ordinary shares	$	22,247

The accompanying notes are an integral part of the unaudited condensed financial statements.

JACKSON ACQUISITION COMPANY II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024 (UNAUDITED)~~2025

~~NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS~~(UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Jackson Acquisition Company II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 11, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

While the Company may pursue an initial ~~business~~Business ~~combination~~Combination target in any industry or geographic location, the Company intends to focus its search for a target business by concentrating its efforts in identifying high-quality businesses with a focus on healthcare services, healthcare technology, or otherwise focused on the healthcare industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not ~~commenced~~ commenced any operations. All activity for the period from September 11, 2024 (inception) through ~~September~~March 3031, ~~2024~~2025, relates to the Company’s formation, ~~and~~ the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. ~~The Company has selected December 31 as its fiscal year end.~~

The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2024. On December 11, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the ~~shares of~~ Class A ordinary shares included in the Units being offered, ~~the~~ the “Public Shares”), 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, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 840,000 private placement units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to RJ Healthcare SPAC II, LLC (~~the~~ “Sponsor”) and Roth Capital Partners, LLC, representative of the underwriters (“Roth”), generating gross proceeds of $8,400,000, which is described in ~~Notes~~Note 4.

Transaction costs amounted to $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes ~~and~~ and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering on December 11, 2024, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee. The funds will be held in cash, including in demand deposit accounts at a bank, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer the Company holds investments in the Trust Account, the Company may, at any time instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

~~The~~Following ~~Company~~the ~~will~~closing ~~provide~~of the ~~Company’s~~Initial ~~public~~Public Offering ~~shareholders~~on ~~with~~December 11, 2024, an amount of $232,300,000 ($10.10 per Unit) from the ~~opportunity~~net toproceeds ~~redeem~~of ~~all~~the orsale of the Units, and a portion of ~~their~~the net ~~Public~~proceeds ~~Shares~~from ~~upon~~ the ~~completion~~sale of athe ~~Business~~Private ~~Combination~~Placement ~~either~~ Units, was placed in the trust account (i“Trust Account”) , located in ~~connection~~the United States, with Continental Stock Transfer & Trust Company acting as trustee. The funds will be held in cash, including in demand deposit accounts at a ~~general~~bank, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting ~~called~~certain toconditions ~~approve~~under Rule 2a-7 under the ~~Business~~Investment ~~Combination~~Company orAct ~~(ii) by~~which ~~means~~invest ofonly ain ~~tender~~direct ~~offer~~U.S. ~~The~~government treasury ~~decision~~obligations; asthe holding of these assets in this form is intended to ~~whether~~be ~~the~~temporary ~~Company~~and ~~will~~for ~~seek~~the ~~shareholder~~sole ~~approval~~purpose of afacilitating the intended Business Combination. orTo ~~conduct~~mitigate athe ~~tender~~risk ~~offer~~that ~~will~~the Company might be ~~made~~deemed byto be an investment company for purposes of the Investment Company Act, which risk increases the longer the Company. ~~The~~holds ~~public~~investments ~~shareholders~~in ~~will~~the beTrust ~~entitled~~Account, tothe ~~redeem~~Company ~~their~~may, ~~shares~~at ~~for~~any atime ~~pro rata~~instruct the ~~portion~~trustee ofto liquidate the ~~amount~~investments held in the Trust Account ~~(initially~~and ~~$10.10~~instead ~~per~~to ~~share),~~hold ~~calculated~~the asfunds ofin ~~two business~~the ~~days~~Trust ~~prior~~Account toin ~~the~~cash ~~completion~~or ofin an interest bearing demand deposit account at a ~~Business~~bank. ~~Combination,~~Except ~~including any~~with ~~pro rata~~respect to interest earned on the funds held in the Trust Account ~~and~~that may ~~not~~be ~~previously~~ released to the Company to pay its ~~tax~~taxes, ~~obligations.~~if any, the proceeds from the Initial Public Offering and the sale of the Private Placement ~~There~~Units will not be noreleased ~~redemption~~from ~~rights~~the ~~upon~~Trust Account until the earliest of (i) the completion of athe Company’s initial Business Combination, (ii) ~~with~~the ~~respect~~redemption toof the Company’s ~~rights.~~public ~~The~~shares ~~Class A ordinary~~if ~~shares~~the ~~were~~Company ~~recorded~~is atunable ~~redemption~~to ~~value~~complete ~~and~~the ~~classified~~initial asBusiness ~~temporary~~Combination ~~equity~~within 24 ~~upon~~months from the ~~completion~~closing of the Initial Public Offering (December 11, 2026) or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in ~~accordance~~connection with ~~Accounting~~a ~~Standards~~shareholder ~~Codification~~vote to amend the Company’s amended and restated memorandum and articles of association to (~~“ASC”~~A) ~~Topic 480~~modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, ~~“Distinguishing~~if ~~Liabilities~~any, ~~from~~which ~~Equity~~could have priority over the claims of the Company’s public shareholders.”

IfThe ~~the~~ Company ~~seeks~~will ~~shareholder~~provide ~~approval~~the inCompany’s ~~connection~~public shareholders with athe ~~Business~~opportunity ~~Combination,~~to itredeem ~~will~~all ~~complete~~or a ~~Business~~portion ~~Combination only if it obtains the approval~~ of antheir ~~ordinary~~Public ~~resolution~~Shares ~~under~~upon ~~Cayman Islands law, which requires~~ the ~~affirmative~~completion ~~vote~~ of a ~~majority~~Business ofCombination ~~the~~either (i) in ~~shareholders~~connection ~~who~~with ~~vote at~~ a general meeting ofcalled ~~the~~to ~~Company.~~approve Ifthe ~~a shareholder~~Business ~~vote~~Combination isor ~~not~~(ii) by ~~required~~means ~~under~~of ~~applicable~~a ~~law~~tender oroffer. ~~stock~~The decision ~~exchange~~as ~~listing~~to ~~requirements~~whether ~~and~~ the Company ~~does~~will ~~not~~seek ~~decide~~shareholder toapproval ~~hold~~of a ~~shareholder~~ ~~vote~~Business ~~for~~Combination ~~business~~ or ~~other~~conduct ~~reasons,~~a ~~the~~tender ~~Company~~offer will, ~~pursuant~~be tomade ~~its~~by the ~~Amended~~Company. ~~and~~The ~~Restated~~public ~~Memorandum~~shareholders ~~and~~will ~~Articles~~be ofentitled ~~Association, conduct~~to ~~the~~redeem ~~redemptions~~their ~~pursuant~~shares tofor ~~the~~a ~~tender~~pro rata ~~offer~~portion ~~rules~~ of the ~~Securities~~amount ~~and~~held ~~Exchange~~in ~~Commission~~the ~~(“SEC”), and file tender~~Trust ~~offer~~Account ~~documents~~(initially ~~containing~~$10.10 ~~substantially~~per ~~the~~Public ~~same~~Share), ~~information~~calculated as ~~would~~of betwo business ~~included~~days ~~in a proxy statement with the SEC~~ prior to ~~completing a Business Combination. If~~ the ~~Company~~completion ~~seeks~~of ~~shareholder approval in connection with~~ a Business Combination, ~~the Sponsor, officer and~~ ~~directors~~including ~~have~~any ~~agreed to vote its Founder Shares (as defined in Note~~pro 5)rata ~~and~~interest ~~any~~earned ~~Public~~on ~~Shares purchased in or after~~ the ~~Initial~~funds ~~Public Offering~~held in ~~favor~~the ofTrust ~~approving~~Account aand ~~Business~~not ~~Combination~~previously ~~(except~~released ~~that~~to ~~any~~the ~~Public~~Company ~~Shares~~to ~~such~~pay ~~parties may purchase in compliance with the~~its ~~requirements~~tax ofobligations, ~~Rule~~if ~~14e-5~~any. ~~under~~There ~~the~~will ~~Exchange Act would not~~ be ~~voted~~no inredemption ~~favor~~rights ofupon ~~approving~~ the ~~business~~completion ~~combination~~of ~~transaction)~~a ~~and~~Business ~~to waive~~Combination ~~its redemption rights~~ with respect to ~~any~~the ~~such~~Company’s rights. ~~shares~~The inClass A ~~connection~~ordinary ~~with~~shares awere ~~shareholder~~recorded ~~vote~~at toredemption ~~approve~~value aand ~~Business~~classified ~~Combination.~~as ~~Additionally, each~~temporary ~~public~~equity ~~shareholder~~upon ~~may~~the ~~elect~~completion toof ~~redeem~~the Initial ~~its~~ Public ~~Shares~~Offering, ~~without~~in ~~voting,~~accordance ~~and~~with ifAccounting ~~they~~Standards doCodification ~~vote~~(“ASC”) Topic 480, ~~irrespective of whether they vote~~“Distinguishing ~~for~~Liabilities orfrom ~~against a proposed Business Combination~~Equity.”

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination.

~~The~~If the Company ~~will~~seeks ~~have~~shareholder ~~until~~approval ~~24 months~~in ~~from~~connection with a Business Combination, it will complete a Business Combination only if it obtains the ~~closing~~approval of an ordinary resolution under Cayman Islands law, which requires the ~~Initial~~affirmative ~~Public~~vote ~~Offering~~of (a majority of the ~~“Combination~~shareholders ~~Period”)~~who tovote ~~complete~~at a ~~Business~~general ~~Combination~~meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company ~~is unable~~does not decide to ~~complete~~hold a shareholder ~~Business~~vote ~~Combination~~for ~~within~~business ~~the~~or ~~Combination~~other ~~Period~~reasons, the Company will, ~~(i) cease~~pursuant ~~all~~to ~~operations~~its ~~except~~Amended ~~for~~and ~~the purpose~~Restated ofMemorandum ~~winding~~and upArticles of Association, conduct ~~(ii) as~~the ~~promptly~~redemptions aspursuant ~~reasonably~~to ~~possible~~the ~~but~~tender nooffer ~~more~~rules ~~than~~of ~~10 business~~the ~~days~~Securities ~~thereafter~~and Exchange Commission (“SEC”), ~~redeem~~and ~~100%~~file oftender offer documents containing substantially the ~~outstanding~~same ~~Public~~information ~~Shares,~~as atwould be included in a ~~per-share~~proxy ~~price,~~statement ~~payable~~with inthe ~~cash,~~SEC ~~equal~~prior to ~~the~~completing a ~~aggregate~~Business ~~amount~~Combination. ~~then~~If onthe ~~deposit~~Company seeks shareholder approval in ~~the~~connection ~~Trust~~with ~~Account~~a Business Combination, ~~including~~ ~~interest~~the ~~earned~~Sponsor, ~~(less~~officer upand directors have agreed to ~~$100,000~~vote ofits ~~interest~~Founder toShares ~~pay~~(as ~~dissolution~~defined ~~expenses~~in Note 5) and ~~net~~any ofPublic ~~taxes~~Shares ~~payable),~~purchased ~~divided~~in byor after the ~~number~~Initial Public Offering in favor of ~~then~~approving ~~outstanding~~a Business Combination (except that any Public Shares, ~~which~~such ~~redemption~~parties ~~will~~may ~~completely~~purchase ~~extinguish~~in ~~public~~compliance ~~shareholders’~~with ~~rights~~the requirements asof ~~shareholders~~Rule ~~(including~~ 14e-5 under the ~~right~~Exchange toAct ~~receive~~would ~~further~~not ~~liquidation~~be ~~distributions,~~voted ifin ~~any),~~favor ~~and~~of ~~(iii) as~~approving ~~promptly~~the asBusiness ~~reasonably~~Combination ~~possible~~transaction) ~~following~~and ~~such~~to waive its redemption~~, subject~~ rights with respect to ~~the~~any ~~approval~~such ofshares ~~the~~in ~~remaining~~connection ~~shareholders~~with ~~and~~a ~~the~~shareholder ~~Company’s~~vote ~~board~~to ofapprove ~~directors,~~a ~~liquidate~~Business ~~and~~Combination. ~~dissolve~~Additionally, each ~~subject~~public inshareholder ~~each case~~may elect to redeem its ~~obligations~~Public ~~under~~Shares, ~~Cayman~~without ~~Islands~~voting, ~~law~~and toif ~~provide~~they ~~for~~do ~~claims~~vote, irrespective of ~~creditors~~whether ~~and~~they ~~the~~vote for ~~requirements~~or ofagainst ~~other~~a ~~applicable~~proposed ~~law~~Business Combination.

~~The~~Notwithstanding ~~Sponsor has agreed to waive its liquidation rights with respect to~~ the ~~Founder~~foregoing, ~~Shares~~ if the Company seeks ~~fails~~shareholder toapproval ~~complete~~of a Business Combination ~~within~~and ~~the~~it ~~Combination~~does ~~Period.~~not ~~However, if~~conduct ~~the~~redemptions ~~Sponsor~~pursuant ~~acquires~~to ~~Public Shares in or after~~ the ~~Initial~~tender ~~Public~~offer ~~Offering~~rules, ~~such~~the ~~Public Shares will be entitled to liquidating distributions~~Company’s ~~from~~Amended ~~the~~and ~~Trust~~Restated ~~Account~~Memorandum ifand ~~the~~Articles ~~Company~~of ~~fails~~Association toprovides ~~complete~~that a ~~Business~~public ~~Combination~~shareholder, ~~within~~together ~~the~~with ~~Combination~~any ~~Period.~~affiliate ~~The~~of ~~underwriter~~such ~~has agreed~~shareholder toor ~~waive~~any ~~its~~other ~~rights~~person towith ~~its~~whom ~~Business~~such ~~Combination~~shareholder ~~Marketing~~is ~~Fee~~acting ~~(see~~in ~~Note 6)~~concert ~~held~~or inas ~~the~~a ~~Trust~~“group” ~~Account~~(as indefined ~~the~~under ~~event~~Section 13 ~~the~~of ~~Company does~~the ~~not~~Securities ~~complete~~Exchange Act of 1934, aas ~~Business~~amended ~~Combination within~~ (the ~~Combination Period and~~“Exchange Act”)), ~~in such event, such amounts~~ will be ~~included~~restricted ~~with~~from ~~the~~redeeming ~~funds held~~its inshares ~~the~~with ~~Trust~~respect ~~Account~~to ~~that~~more ~~will~~than bean ~~available~~aggregate toof ~~fund~~15% ~~the redemption~~ of the Public Shares. Inwithout the ~~event~~Company’s ofprior ~~such~~written ~~distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10~~consent.~~00).~~

The Sponsor has agreed ~~that~~(a) to itwaive ~~will~~its ~~be liable~~redemption torights ~~the~~with ~~Company,~~respect ~~if and~~ to ~~the extent~~ any ~~claims~~Founder byShares aand ~~third~~Public ~~party~~Shares ~~for~~held ~~services rendered or products sold to the Company, or~~ by ait ~~prospective target~~in ~~business~~connection with ~~which~~ the ~~Company~~completion ~~has~~of ~~discussed entering into~~ a ~~transaction~~Business ~~agreement,~~Combination ~~reduce~~and (b) not ~~the~~to ~~amount~~propose ofan ~~funds~~amendment into the ~~Trust~~Amended ~~Account to~~and ~~below~~Restated ~~(1) $10.10~~Memorandum ~~per~~and ~~Public~~Articles ~~Share~~of orAssociation (2i) ~~such~~to ~~lesser~~modify ~~amount per Public Share held in~~ the ~~Trust Account as of the date of~~substance ~~the~~or ~~liquidation~~timing of the ~~Trust~~Company’s ~~Account~~obligation ~~due~~ to ~~reductions~~redeem in100% ~~the value~~ of ~~trust~~the ~~assets,~~Public inShares ~~each~~if ~~case~~the ~~net~~Company ofdoes ~~the~~not ~~amount~~complete ofa ~~interest~~Business ~~which~~Combination ~~may~~within bethe ~~withdrawn~~Combination toPeriod ~~pay~~(as ~~taxes.~~defined ~~This~~below) ~~liability~~or ~~will not apply~~ (ii) with respect to any ~~claims~~other byprovision arelating ~~third party who executed a waiver of any and all rights~~ to ~~seek access to the Trust Account nor will it apply to any claims under the Company~~shareholders’s ~~indemnity of the underwriter~~rights ofor ~~the~~pre-initial ~~Initial~~Business ~~Public~~Combination ~~Offering against certain liabilities~~activity, ~~including~~unless ~~liabilities under~~ the ~~Securities~~Company ~~Act of 1933,~~provides ~~as amended (~~the ~~“Securities~~public ~~Act”).~~shareholders ~~Moreover,~~with in the ~~event~~opportunity ~~that an executed waiver is deemed~~ to beredeem ~~unenforceable against a third party,~~their ~~the~~Public ~~Sponsor~~Shares ~~will~~in ~~not~~conjunction bewith ~~responsible to the extent of~~ any ~~liability for~~ such ~~third-party~~amendment ~~claims.~~and ~~The~~(iii) to ~~Company~~waive ~~will~~its ~~seek~~rights to ~~reduce~~liquidating ~~the~~distributions ~~possibility that~~from the ~~Sponsor will have to indemnify the~~ Trust Account with ~~due~~respect to ~~claims of creditors by endeavoring to have all vendors, service providers (other than~~ the ~~Company’s~~Founder ~~independent~~Shares ~~auditors),~~if ~~prospective target businesses or other entities with which~~ the Company ~~does~~fails ~~business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or~~ to ~~monies~~complete ~~held~~a inBusiness ~~the Trust Account~~Combination.

~~Liquidity~~The Company will have until 24 months from the closing of the Initial Public Offering (December 11, 2026) (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding 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 (less up to $100,000 of interest to pay dissolution expenses and ~~Capital~~net ~~Resources~~of taxes payable, if any), divided by the number of then outstanding Public Shares, 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 remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

As of September 30, 2024, the Company had no cash and a working capital deficit of $215,119. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital will be successful. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, “Going Concern,” as of September 30, 2024, and including the closing of the Initial Public Offering on December 11, 2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) 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 trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, if any. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial Business Combination.8

~~NOTE~~Any 2.of ~~SIGNIFICANT~~the ~~ACCOUNTING~~above-mentioned ~~POLICIES~~factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Liquidity and Capital Resources

As of March 31, 2025, the Company had $755,968 in cash and working capital of $522,736. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of March 31, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these unaudited condensed financial statements.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

8The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on March 18, 2025. The interim results for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

~~The~~Segment accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 11, 2024, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on December 17, 2024. The interim results for the period from September 11, 2024 (inception) through September 30, 2024, are not necessarily indicative of the results to be expected for the period ending December 31, 2024 or for any future periods.Reporting

The Company complies with Accounting Standards Update 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial ~~statement~~statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial ~~statement~~statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no$755,968 ~~cash~~and $949,366 in cash and no cash equivalents as of ~~September~~March 3031, 2025 and December 31, 2024, respectively.

910

~~Deferred~~Investments ~~Offering~~Held ~~Costs~~in Trust Account

~~The~~At ~~Company~~March ~~complies~~31, ~~with~~2025 ~~the requirements of the ASC 340-10-S99~~ and ~~SEC~~December ~~Staff~~31, ~~Accounting~~2024, ~~Bulletin~~substantially all ~~(“SAB”)~~of ~~Topic 5A — “Expenses~~the ofassets ~~Offering.” Deferred~~held ~~offering~~in ~~costs~~the ~~consist~~Trust ~~principally~~Account ofwere ~~professional~~held ~~and~~in ~~registration~~money ~~fees~~market ~~that~~funds which are ~~related~~invested toprimarily ~~the~~in ~~Initial~~U.S. ~~Public~~Treasury ~~Offering~~securities. ~~FASB~~ ~~ASC 470-20,~~All ~~“Debt~~of ~~with~~the ~~Conversion~~Company’s ~~and~~investments ~~Other~~held ~~Options,”~~in ~~addresses~~ the ~~allocation~~Trust ofAccount ~~proceeds~~are ~~from~~classified ~~the~~as ~~issuance~~trading ofsecurities. ~~convertible~~Trading securities are presented ~~debt~~on ~~into~~the ~~its~~condensed ~~equity~~balance ~~and~~sheets ~~debt~~at ~~components.~~fair ~~The~~value ~~Company~~at ~~applies~~the ~~this~~end ~~guidance~~of toeach ~~allocate~~reporting ~~Initial~~period. ~~Public~~Gains ~~Offering~~and ~~proceeds~~losses resulting from the ~~Units between Class A~~change ~~ordinary~~in ~~shares~~fair value ~~and~~of ~~rights,~~investments ~~using~~held in the ~~residual~~Trust ~~method~~Account byare ~~allocating~~included ~~Initial~~in ~~Public~~interest ~~Offering~~earned ~~proceeds~~on ~~first~~marketable tosecurities ~~assigned~~held ~~value of~~in ~~the~~Trust ~~rights~~Account ~~and~~in ~~then~~the toaccompanying unaudited ~~the~~condensed ~~Class A~~statement ~~ordinary~~of ~~shares~~operations. OnThe ~~the~~estimated ~~date~~fair values of ~~the~~investments ~~Initial~~held ~~Public~~in ~~Offering,~~Trust onAccount ~~December~~are ~~11,~~determined ~~2024,~~using ~~offering~~available ~~costs~~market ~~allocated~~information. toFair ~~the~~values ~~Class A~~of ~~ordinary~~these ~~shares~~investments ~~were~~are ~~charged~~determined toby ~~temporary~~Level ~~equity~~1 ~~and~~inputs ~~offering~~utilizing ~~costs~~quoted ~~allocated~~prices to(unadjusted) ~~the~~in ~~Public~~active ~~Share~~markets ~~Rights~~for ~~and~~identical ~~Private~~assets. ~~Placement~~As ~~Rights~~of ~~were~~March ~~charged~~31, to2025 ~~shareholders’~~and ~~equity~~December as31, ~~Public~~2024, ~~Share~~the ~~Rights~~Company reported $235,292,200 and ~~Private~~$232,858,478 ~~Placement~~in ~~Rights~~investments ~~after~~held ~~management’s~~in ~~evaluation~~the ~~were~~Trust ~~accounted~~Account, ~~for under equity treatment~~respectively.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Share Rights and then to the Class A ordinary shares. Offering costs allocated to Public Shares were charged to temporary equity, and offering costs allocated to Public Share Rights (as defined below) and Private Placement Units were charged to shareholders’ equity as the Public Share Rights and Private Placement Rights (as defined below), after management’s evaluation, were accounted for under equity treatment.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial ~~statement~~statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial ~~statement~~statements and prescribes a recognition threshold and measurement process for financial ~~statement~~statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance ~~sheet~~sheets, primarily due to their short-term nature.

Share Rights

The Company accounts for the Public Share Rights and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value.

~~Net~~Class ~~Loss~~A ~~per~~Redeemable ~~Ordinary~~ Share Classification

~~Net~~The ~~loss~~Public ~~per~~Shares ~~ordinary~~contain ~~share~~a isredemption ~~computed by dividing~~feature ~~net~~which ~~loss~~allows byfor the ~~weighted~~redemption ~~average~~of ~~number~~such ofPublic ~~ordinary~~Shares ~~shares~~in ~~outstanding~~connection ~~during~~with the ~~period~~Company’s liquidation, ~~excluding~~or ~~ordinary~~if ~~shares~~there ~~subject~~is toa ~~forfeiture.~~shareholder ~~Weighted~~vote ~~average~~or ~~shares~~tender ~~were~~offer ~~reduced~~in ~~for~~connection with the ~~effect~~Company’s ofinitial anBusiness ~~aggregate~~Combination. ofIn ~~750~~accordance with ASC 480-10-S99,~~000~~ ~~ordinary~~the ~~shares~~Company classifies ~~that~~Public ~~were~~Shares subject to ~~forfeiture~~redemption byoutside of permanent equity as the redemption provisions are not solely within the control ~~holders~~of ~~thereof~~the ~~depending~~Company. onThe Company recognizes changes in redemption value immediately as they occur and will adjust the ~~extent~~carrying value of redeemable shares to ~~which~~equal the ~~underwriter’s~~redemption ~~over-allotment~~value ~~option~~at ~~was~~the ~~exercised~~end ~~(see~~of ~~Note 5)~~each reporting period. AtImmediately ~~September 30,~~upon ~~2024,~~the closing of the Initial Public Offering, the Company ~~did~~recognized ~~not~~the ~~have~~accretion ~~any~~from ~~dilutive~~initial ~~securities~~book ~~and~~value ~~other~~to ~~contracts~~redemption ~~that~~value. ~~could~~The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, ~~potentially~~as of March 31, be2025 ~~exercised~~and orDecember ~~converted~~31, ~~into~~ 2024, Class A ordinary shares ~~and~~subject ~~then~~to ~~share~~possible inredemption are presented at redemption value as temporary equity, outside of the ~~earnings~~shareholders’ equity section of the Company’s condensed balance sheets. As aof ~~result~~March 31, ~~diluted~~2025 ~~loss~~and ~~per~~December 31, ~~ordinary~~2024, ~~share~~the isClass ~~the~~A ~~same~~ordinary asshares ~~basic~~subject ~~loss per~~to ~~ordinary~~possible ~~share~~redemption ~~for~~reflected in the ~~periods~~condensed ~~presented.~~balance sheets are reconciled in the following table:

	Shares		Amount
Gross proceeds		23,000,000	$	230,000,000
Less:
Proceeds allocated to Public Share Rights				(2,760,000	)
Class A ordinary shares issuance costs				(5,076,432	)
Plus:
Remeasurement of carrying value to redemption value				10,694,910
Class A ordinary shares subject to possible redemption, December 31, 2024		23,000,000		232,858,478
Plus:
Remeasurement of carrying value to redemption value				2,433,722
Class A ordinary shares subject to possible redemption, March 31, 2025		23,000,000	$	235,292,200

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the three months ended March 31, 2025. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

Basic and diluted net income per ordinary share:	For the Three Months Ended March 31, 2025
	Redeemable Class A		Non-redeemable Class A and Class B

Numerator:
Allocation of net income	$	1,731,336	$	496,065
Denominator:
Weighted-average shares outstanding		23,000,000		6,590,000
Basic and diluted net income per ordinary share	$	0.08	$	0.08

Recently Issued Accounting Standards

Management does not believe that any ~~other~~ recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial ~~statement~~statements.

~~NOTE 3. INITIAL PUBLIC OFFERING~~ 13

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on December 11, 2024, the Company sold 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 a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination, as described in more detail below (the “Public Share Rights”). Each ten Public Share Rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination. The Company will not issue fractional Class A ordinary shares.

NOTE 4. — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Roth purchased an aggregate of 840,000 Private Placement Units (495,000 Private Placement Units purchased by the Sponsor and 345,000 Private Placement Units purchased by Roth or its designees), at a price of $10.00 per Private Placement Unit from the Company in a private placement, generating gross proceeds of $8,400,000. A portion of the proceeds from the sale of the Private Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, unless extended, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying ordinary shares (“Private Placement Shares”) and rights (“Private Placement Rights”)) are identical to the Public Units (including the underlying Public Shares and Public Share Rights) sold in the Initial Public Offering.

NOTE 5. — RELATED PARTY TRANSACTIONS

Founder Shares

On September 13, 2024, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”) issued to the Sponsor. Up to 750,000 of the Founder Shares were subject to beforfeiture ~~surrendered~~ by the Sponsor for no consideration ~~depending~~ depending on the extent to which the underwriters’ over-allotment was exercised. On December 11, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.

On November 18, 2024, the Sponsor transferred 200,000 Founder Shares to the Company’s officers and directors at their original purchase price. The sale of the Founder Shares to the Company’s directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 200,000 shares granted to the Company’s director nominees was $206,000 or $1.03 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense ~~related~~ related to the ~~Founders~~Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting ~~literature.~~ Asliterature of September 30, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in anthis ~~amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares~~circumstance.

The Company’s initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related Parties

On September 13, 2024, the Company ~~issued~~ issued an unsecured promissory note to RJthe ~~Healthcare~~Sponsor ~~SPAC II, LLC~~ (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and was payable on the earlier of (i) March 31, 2025 or (ii) the consummation of the Initial Public Offering. ~~As of September 30, 2024, there was $120,368 outstanding under the Promissory Note.~~

On May 7, 2025, the Promissory Note was amended such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

As of March 31, 2025 and December 31, 2024, there was $198,024 outstanding under the Promissory Note.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on December 9, 2024 through the earlier of the Company’s consummation of a Business Combination ~~and~~or its liquidation, to pay an aggregate of $10,000 per month for office space and administrative and support services. For the three months ended March 31, 2025, the Company incurred $30,000 for these services. At March 31, 2025 and December 31, 2024, the Company owed $37,000 and $7,000, respectively, for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, ~~either of~~ the Sponsor, any of ~~their~~its ~~respective~~ affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, 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. The Units would be identical to the Private Placement Units. As of ~~September~~March 3031, 2025 and December 31, 2024, there are no Working Capital Loans outstanding.

NOTE 6. — COMMITMENTS ~~AND CONTINGENCIES~~

Registration Rights

The holders of the Founder Shares, Private Placement Shares, Private Placement Units, and any ~~units~~Units that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Units and ~~units~~Units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

1215

Underwriting Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 ~~units~~Units to cover over-allotments, if any. On December 11, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

The underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the ~~units~~Units offered in the Initial Public Offering, excluding any proceeds from ~~units~~Units sold pursuant to the underwriters’ over-allotment option) on December 11, 2024, the date of the Initial Public Offering.

Business Combination Marketing Fee

The Company has engaged Roth, ~~on December 9, 2024,~~ as an advisor in connection with its Business Combination. The Company 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 ~~September~~March 3031, 2025 and December 31, 2024, no Business Combination Marketing Fee has been incurred or recorded.

NOTE 7. — SHAREHOLDERS’ ~~DEFICIT~~ EQUITY

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and ~~other~~ other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~September~~March 3031, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The ~~Company~~ Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ~~ordinary~~ ordinary shares are entitled to one vote for each share. At ~~September~~March 3031, 2025 and December 31, 2024, there were no840,000 Class A ordinary shares issued ofand outstanding, excluding 23,000,000 Class A ordinary shares ~~issued or~~subject ~~outstanding~~to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. On September 13, 2024, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. As of ~~September~~March 3031, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.

Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

Rights

Except in cases where the Company is not the surviving company in a ~~business~~Business ~~combination~~Combination, each holder of a right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association with respect to the pre-business combination activities. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert its rights in order to receive the one-tenth (1/10) of one Class A ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional Class A ordinary shares upon consummation of an initial Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands Law. As a result, holders must hold rights in multiples of ten in order to receive shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

NOTE 8. — FAIR ~~SUBSEQUENT~~VALUE ~~EVENTS~~ MEASUREMENTS

The ~~Company~~fair ~~evaluated~~value ~~subsequent~~of ~~events~~the ~~and~~Company’s ~~transactions~~financial assets and liabilities reflects management’s estimate of amounts that ~~occurred~~the ~~after~~Company would have received in connection with the ~~balance~~sale of ~~sheet~~the ~~date~~assets upor topaid in connection with the ~~date~~transfer ~~that~~of the ~~condensed~~liabilities ~~financial~~in ~~statements~~an ~~were~~orderly ~~issued.~~transaction ~~Based~~between ~~upon~~market ~~this~~participants ~~review,~~at the ~~other~~measurement ~~than~~date. asIn ~~described~~connection ~~below~~with measuring the fair value of its assets and liabilities, the Company ~~did~~seeks ~~not~~to ~~identify~~maximize ~~any~~the ~~subsequent~~use ~~events~~of observable ~~that~~inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would ~~have~~price ~~required~~assets ~~adjustment~~and orliabilities). ~~disclosure~~The infollowing fair value hierarchy is used to classify assets and liabilities based on the ~~condensed~~observable ~~financial~~inputs ~~statements.~~and unobservable inputs used in order to value the assets and liabilities:

On November 18, 2024, the Sponsor transferred an aggregate of 200,000 Founder Shares to the Company’s officers and directors at their original purchase price. The fair value of the 200,000 shares granted to the Company’s officers and directors was $206,000 or $1.03 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~On December 11, 2024, the Company consummated~~ ~~the~~The ~~Initial~~following ~~Public~~table ~~Offering~~presents ofinformation ~~23,000,000~~about ~~Units, which includes~~ the ~~full~~Company’s ~~exercise~~assets bythat ~~the~~are ~~underwriters~~measured ofat ~~their~~fair ~~over-allotment~~value ~~option~~as ~~in the amount~~ of ~~3,000,000~~March ~~Units~~31, at2025 ~~$10.00~~and ~~per Unit~~December 31, ~~generating gross proceeds of $230~~2024,~~000,000,~~ ~~which~~and isindicates ~~described~~the infair ~~Note~~value 3.hierarchy ~~Simultaneously with the closing~~ of the ~~Initial~~valuation ~~Public~~inputs ~~Offering,~~ the Company ~~consummated~~utilized ~~the sale of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement~~ to ~~the~~determine ~~Sponsor~~such ~~and~~fair ~~Roth, generating gross proceeds of $8,400,000, which is described in Note 4.~~value:

On December 11, 2024, in connection with the closing of the Initial Public Offering, the underwriters were paid $4,000,000.

	Level		March 31, 2025		December 31, 2024

Assets:
Investments held in Trust Account		1	$	235,292,200	$	232,858,478

1417

At March 31, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities and have readily determinable values using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

NOTE 9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the condensed statement of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

	March 31,		December 31,
	2025		2024
Cash	$	755,968	$	949,366
Investments held in Trust Account	$	235,292,200	$	232,858,478

	For the Three Months Ended March 31, 2025
Operational costs	$	206,321
Interest earned on marketable securities held in Trust Account	$	2,433,722

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operational costs, as reported on the condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the condensed statement of operations and described within their respective disclosures.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements other than discussed below.

On May 7, 2025, the Promissory Note was amended such that the Promissory Note is payable upon consummation of an initial Business Combination or upon liquidation of the Company.

Item 2. 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. 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.

Overview

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 ~~September~~March 3031, ~~2024~~2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described 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 expenses.

For the ~~period~~three ~~from~~months ~~September 11,~~ended ~~2024~~March ~~(inception) through September 30~~31, ~~2024~~2025, we had a net ~~loss~~income of $492,~~568~~227,401, which consisted of ~~General,~~interest ~~operating~~earned ~~and~~on ~~administrative~~marketable securities held in Trust Account of $2,433,722, offset by operational costs of $206,321.

Liquidity and Capital Resources

~~Until~~On ~~the~~December ~~consummation~~11, of2024, we consummated the Initial Public Offering of 23, ~~our~~000,000 ~~only~~Units, ~~source~~which includes the full exercise by the underwriters of ~~liquidity~~their ~~was~~over-allotment anoption ~~initial~~in ~~purchase~~the amount of ~~shares~~3,000,000 Units, at $10.00 per Unit, generating gross proceeds of ~~Class B~~$230,000,000. ~~ordinary~~Simultaneously ~~shares~~with the closing of the Initial Public Offering, ~~par~~we ~~value~~consummated the sale of 840,000 Private Placement Units at a price of $010.~~0001~~00 per ~~share,~~Private byPlacement Unit in a private placement to the Sponsor and ~~loans~~Roth ~~from~~Capital Partners, LLC, representative of the ~~Sponsor~~underwriters (“Roth”), generating gross proceeds of $8,400,000.

15Following 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. We incurred transaction costs of $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

~~Subsequent~~For to the ~~quarterly~~three ~~period~~months ~~covered~~ended ~~by this~~March ~~Quarterly Report~~31, ~~on December 11~~2025, ~~2024,~~net wecash ~~consummated~~used ~~the~~in ~~Initial~~operating ~~Public~~activities ~~Offering~~was ~~of 23,000,000 Units at~~ $10193,398.00 ~~per~~Net ~~Unit,~~income ~~which includes the full exercise by the underwriters~~ of ~~their over-allotment option in the amount of 3~~$2,~~000~~227,~~000~~401 ~~Units,~~was ~~generating~~offset ~~gross proceeds~~by ofinterest ~~$230,000,000.~~earned ~~Simultaneously~~on ~~with~~marketable ~~the~~securities ~~closing~~ of ~~the Initial Public Offering~~$2,433,722 weand ~~consummated~~changes ~~the~~in ~~sale~~operating ofassets anand ~~aggregate of 840~~liabilities,~~000~~ ~~Private Placement~~which ~~Units~~provided ~~at a price of~~ $~~10.00 per Private Placement Unit~~12,923 ~~in a private placement to the Sponsor and the representative~~ of ~~the underwriters~~cash offrom ~~the~~operating ~~initial Public Offering, generating gross proceeds of $8,400,000~~activities.

~~Following~~At March 31, 2025, we had investments held in the ~~Initial~~Trust ~~Public~~Account ~~Offering~~of $235,292,200. ~~the~~We ~~full exercise~~intend to use substantially all of the ~~over-allotment~~funds ~~option,~~held ~~and~~in the ~~sale~~Trust ofAccount, including any amounts representing interest earned on the ~~Units~~Trust Account, awhich ~~total~~interest shall be net of ~~$232~~taxes payable,~~300~~ if any,~~000~~ ~~was~~to ~~placed~~complete inan initial Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. WeTo ~~incurred $5~~the extent that our share capital or debt is used,~~157,741~~ ofin ~~transaction~~whole ~~costs~~or in part, ~~consisting~~as ofconsideration $4to complete a Business Combination,~~600,000~~ the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~cash~~the ~~underwriting~~target ~~fee~~business ~~and~~or ~~$557~~businesses,~~741~~ ofmake other ~~offering~~acquisitions ~~costs~~and pursue our growth strategies.

WeAt ~~intend~~March to31, ~~use~~2025, ~~substantially~~we ~~all~~had cash of ~~the~~$755,968 ~~funds~~ held outside inof the Trust Account,. ~~including~~We ~~any~~intend ~~amounts~~to ~~representing~~use ~~interest~~the ~~earned~~funds onheld outside the Trust Account ~~(less~~primarily ~~income~~to ~~taxes~~identify ~~payable),~~and toevaluate ~~complete~~target businesses, ~~our~~perform ~~Business~~business ~~Combination.~~due Todiligence ~~the~~on ~~extent~~prospective ~~that~~target ~~our~~businesses, ~~share~~travel ~~capital~~to orand ~~debt~~from isthe ~~used~~offices, inplants ~~whole~~ or insimilar ~~part,~~locations asof ~~consideration to complete our~~prospective ~~Business~~target ~~Combination,~~businesses ~~the~~or ~~remaining~~their ~~proceeds~~representatives ~~held~~or inowners, ~~the~~review ~~Trust~~corporate ~~Account~~documents ~~will~~and bematerial ~~used~~agreements ~~as working capital to finance the operations~~ of ~~the~~ prospective target ~~business or~~ businesses, structure, ~~make~~negotiate ~~other acquisitions~~ and ~~pursue~~complete ~~our~~a ~~growth~~Business ~~strategies~~Combination.

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, and structure, negotiate and complete a Business Combination.20

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, ~~the~~our Sponsor, or ~~certain~~an affiliate of our ~~officers~~Sponsor ~~and~~or ~~directors~~certain orof ~~their~~our officers ~~affiliates~~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 ~~would~~may repay such loaned amounts out of the proceeds of the Trust Account released to us. 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~~Unit. atAt ~~the option~~March of31, ~~the~~2025 ~~lender.~~and ~~The~~December 31, ~~Units~~2024, ~~would~~no beamounts ~~identical~~were tooutstanding under the ~~Private~~Working ~~Placement~~Capital ~~Units~~Loans.

We do not believe we will 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~~ additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public ~~Public~~shares ~~Shares~~ upon ~~consummation~~completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

16Going Concern

~~Off~~In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-~~Balance~~15, ~~Sheet~~“Disclosures ~~Arrangements~~of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the initial public offering will enable it to sustain operations for a period of at least one year from the issuance date of these unaudited condensed financial statements.

~~We have no obligations, assets or liabilities, which would be considered off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements~~Financing as of September 30, 2024. 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.Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. 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 ~~affiliate~~aggregate of ~~the Sponsor~~ $10,000 per month for office space, ~~utilities~~ and ~~secretarial~~administrative and ~~administrative~~ support services. ~~provided~~For tothe ~~members~~three ofmonths ~~the~~ended ~~management~~March ~~team~~31, 2025, we incurred $30,000 for these services. At March 31, 2025 and December 31, 2024, we owed $37,000 and $7,000, respectively, for these services.

~~The~~We ~~underwriters~~ have aengaged ~~45-day~~Roth ~~option~~as ~~from~~an ~~the~~advisor in connection ~~date~~with ofits Business Combination. We will pay Roth a cash fee (the ~~Initial~~“Business ~~Public~~Combination ~~Offering~~Marketing toFee”) ~~purchase~~for upsuch toservices anupon the ~~additional~~consummation ~~3,000,000~~of ~~units~~its toinitial ~~cover~~Business ~~over-allotments,~~Combination ifin ~~any.~~an Onamount ~~December~~up ~~11, 2024,~~to ~~simultaneously~~4.0% ~~with~~of the ~~closing~~gross proceeds of the Initial Public Offering, ~~the~~an aggregate ~~underwriters~~of ~~elected~~up to ~~fully~~$9,200,000 ~~exercise~~after the underwriters exercised their over-allotment option to ~~purchase~~in ~~the~~full ~~additional~~on 3December 11,~~000~~ 2024. As of March 31,~~000~~ 2025 ~~Units~~and atDecember a31, ~~price~~2024, ofno ~~$10.00~~Business ~~per~~Combination ~~Unit~~Marketing Fee has been incurred or recorded.

Critical Accounting Estimates

The preparation of unaudited condensed financial ~~statements~~ statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires ~~management~~ 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 unaudited condensed financial statements, and income and expenses during the periods reported. ~~Making estimates requires management to~~Actual exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As ofAt ~~September~~March 3031, ~~2024~~2025, we ~~did~~have not ~~have~~identified any critical accounting estimates ~~to be disclosed~~.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Not~~As ~~required~~of ~~for~~March ~~smaller~~31, ~~reporting~~2025, ~~companies~~we were not subject to any material market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to market or interest rate risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls~~ ~~and other procedures~~ designed to ensure that information required to be disclosed by us in our ~~reports filed or submitted under the~~ Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms~~. Disclosure controls and procedures include~~, ~~without limitation, controls~~ and ~~procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed or submitted under the Exchange Act~~ is accumulated and communicated to ~~Management~~our management, including our ~~Chief~~principal ~~Executive Officer~~executive officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer ~~(together, the “Certifying Officers”),~~ or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~Under~~As ~~the~~required ~~supervision~~by Rules 13a-15 and ~~with~~15d-15 under the ~~participation of~~Exchange Act, our ~~Management,~~Chief ~~including~~Executive ~~our~~Officer ~~Certifying~~and ~~Officers,~~Chief weFinancial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as ~~defined~~of inMarch ~~Rules~~31, ~~13a-15(e) and 15d-15(e) under the Exchange Act~~2025. Based on ~~the~~this ~~foregoing~~evaluation, our Chief Executive Officer ~~Certifying~~and ~~Officers~~Chief Financial Officer have concluded that our disclosure controls and procedures were effective ~~as of the end of the quarterly period ended September 30, 2024~~.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of ~~2024~~March 31, 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1722

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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 filed with the SEC. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On December 11, 2024, we consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Roth acted as sole manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-282393). The Securities and Exchange Commission declared the registration statements effective on December 9, 2024.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 840,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the initial Public Offering, generating gross proceeds of $8,400,000. Of those 8,400,000 Private Placement Units, the Sponsor purchased 495,000 Private Placement Units and Roth Capital Partners, LLC purchased 345,000 Private Placement Units.

The Private Placement Units (including the underlying ordinary shares (“Private Placement Shares”) and rights (“Private Placement Rights”)) are identical to the Public Units (including the underlying Public Shares and Public Share Rights) sold in the Initial Public Offering.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Units, an aggregate of $232,300,000 was placed in the Trust Account.

We paid a total of $5,157,741 of transaction costs, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

1824

SIGNATURES

In accordance with 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 thereunto duly authorized.

	JACKSON ACQUISITION COMPANY II
Date: January 15, 2025	By:	/s/ Richard L. Jackson
Date: May 8, 2025	By:	/s/ Richard L. Jackson
	Name:	Richard L. Jackson
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: January 15, 2025	By:	/s/ David Lawrence
Date: May 8, 2025	By:	/s/ David Lawrence
	Name:	David Lawrence
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

1925

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