UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~February 276, ~~2025~~2026

Jackson Acquisition Company II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42432		98-1810786
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2655 Northwinds Parkway Alpharetta, GA		30009
(Address of Principal Executive Offices)		(Zip Code)

(770) 643-5605

(Registrant’s telephone number, including area code)

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

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Securities registered pursuant to Section 12(b) of the Act:

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

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

Emerging growth company ☒

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

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~January~~February 276, ~~2025~~2026, Jackson Acquisition Company II (the “Company”) ~~issued~~received a ~~press~~notice ~~release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing January 30, 2025, holders of the units~~ (the “~~Units~~Notice”) ~~sold~~from in the ~~Company’s~~New ~~initial~~York ~~public~~Stock ~~offering~~Exchange ~~completed on December 11, 2024 may elect to separately trade the Company’s Class A ordinary shares, par value $0.0001 per share~~ (the “~~Class A Ordinary Shares~~NYSE”), ~~and~~notifying the Company’s ~~rights~~that toit ~~receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial~~is ~~business~~not ~~combination~~in ~~(the~~compliance ~~“Rights”)~~with ~~included~~Section ~~in the Units~~802.01B ~~Each Unit consists~~ of ~~one Class A Ordinary Share and one Right. The Class A Ordinary Shares and Rights that are separated will trade on~~ the ~~New~~NYSE ~~York~~Listed ~~Stock~~Company ~~Exchange~~Manual (the “~~NYSE”)~~Listing ~~under the symbols “JACS~~Rule” ~~and “JACS.R~~),” ~~respectively.~~which ~~Those~~requires ~~Units~~an ~~not separated will continue to trade on the~~ NYSE ~~under~~-listed ~~the~~company ~~symbol “JACS.U.” Holders of the Units will need~~ to ~~have~~maintain ~~their~~a ~~brokers~~minimum ~~contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares~~ of ~~Class~~300 Apublic ~~Ordinary~~stockholders ~~Shares~~on ~~and~~a ~~Rights~~continuous basis.

The Company will, within 45 days from the receipt of the Notice, submit a business plan to the NYSE that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if the plan reasonably demonstrates the Company’s ability to regain compliance with the minimum listing standards. The Notice has no immediate impact on the listing or trading of the Company’s securities. So long as the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan. If the Company fails to comply with the business plan or the NYSE does not accept the plan, the NYSE may commence suspension and delisting procedures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
99.1		Press Release dated ~~January~~February 2710, ~~2025~~2026
104		Cover Page Interactive Data File (~~Embedded~~embedded within the Inline XBRL ~~Document~~document).

SIGNATURE

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

	Jackson Acquisition Company II
Date: January 27, 2025	By:	/s/ Richard L. Jackson
Date: February 10, 2026	By:	/s/ Richard L. Jackson
	Name:	Richard L. Jackson
	Title:	Chief Executive Officer

Filing Compare · Jackson Acquisition Co II