Jackson Acquisition Co. II (JACS) risk factors, FY2024 10-K

Other

1. 01Liquidity and Capital Resources
2. 02Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Unit, 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
3. 03Off-Balance Sheet Financing Arrangements
4. 04Critical Accounting Estimates
5. 05Recent Accounting Pronouncements
6. 06Item 7A. Quantitative and Qualitative Disclosures About Market Risk
7. 07Evaluation of Disclosure Controls and Procedures
8. 08Management’s Report on Internal Controls Over Financial Reporting
9. 09Changes in Internal Control over Financial Reporting
10. 10Item 9B. Other Information
11. 11Officers, Directors and Director Nominees
12. 12Paul G. Gabos 59 Director nominee
13. 13We believe that Mr. Jackson’s extensive experience as a healthcare entrepreneur and investor, as well as his extensive industry contacts and experience, qualify him to serve as a member of our board of directors
14. 14Number, Terms of Office and Appointment of Directors and Officers
15. 15Committees of the Board of Directors
16. 16Each member of the audit committee is financially literate and our board of directors has determined that Paul Gabos qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
17. 17Nominating and Corporate Governance Committee
18. 18The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms
19. 19The conflicts described above may not be resolved in our favor
20. 20Airo Brands, Inc. Agricultural Company Director
21. 21(6) Paul Gabos has a fiduciary duty with respect to each of the listed entities
22. 22Limitation on Liability and Indemnification of Directors and Officers
23. 23We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers
24. 24Item 11. Executive Compensation
25. 25of Certain Beneficial Owners and Management and Related Shareholder Matters
26. 26Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them
27. 27(1) Unless otherwise noted, the business address of each of the following entities or individuals is 2655 Northwinds Parkway Alpharetta, GA 30009
28. 28(5) According to a Schedule 13G filed on February 14, 2025 by HGC Investment Management Inc, whose principal business address is 1027 Yonge St, Suite 301, Toronto, ON, M4W 2K9
29. 29Promissory Note - Related Party
30. 30Administrative Services Agreement
31. 31We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
32. 32These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
33. 33During the period from September 11, 2024 (inception) through December 31, 2024, the firm WithumSmith+Brown, PC (“WithumSmith+Brown”), has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to WithumSmith+Brown for services rendered
34. 34Item 15. Exhibits, Financial Statement Schedules
35. 35(2) Financial Statements Schedule
36. 361.2 Business Combination Marketing Agreement, dated December 9, 2024, between the Company and Roth Capital Partners, LLC (incorporated herein by reference to Exhibit 1.2 to Form 8-K as filed with the Securities and Exchange Commission on December 11, 2024)
37. 374.3 Specimen Right Certificate (included in Exhibit 4.4)
38. 3810.11 Indemnity Agreement, dated December 9, 2024, between the Company and Stephan S. Rodgers (incorporated herein by reference to Exhibit 10.11 to Form 8-K as filed with the Securities and Exchange Commission on December 11, 2024)
39. 39104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
40. 40(Principal Executive Officer)
41. 41Report of Independent Registered Public Accounting Firm F-2
42. 42Opinion on the Financial Statements
43. 43Loss from operations (177,396 )
44. 44FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
45. 45Interest earned on marketable securities held in Trust Account (558,478 )
46. 46Net cash used in operating activities (302,833 )
47. 47Net cash used in investing activities (232,300,000 )
48. 48Cash - End of year $ 949,366
49. 49NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
50. 50Transaction costs amounted to $5,157,741, consisting of $4,600,000 of cash underwriting fee and $557,741 of other offering costs
51. 51Cash and Cash Equivalents
52. 52Investment Held in Trust Account
53. 53Concentration of Credit Risk
54. 54Fair Value of Financial Instruments
55. 55Class A Redeemable Share Classification
56. 56Class A ordinary shares issuance costs (5,076,432 )
57. 57Net Income Per Ordinary Share
58. 58Allocation of net income $ 171,861 $ 209,221
59. 59Allocation of net income $ 161,305 $ 219,777
60. 60Recently Issued Accounting Standards
61. 61NOTE 3 — INITIAL PUBLIC OFFERING
62. 62NOTE 4 — PRIVATE PLACEMENT
63. 63Promissory Note — Related Parties
64. 64Business Combination Marketing Fee
65. 65NOTE 7 — SHAREHOLDERS’ EQUITY
66. 66NOTE 8 — FAIR VALUE MEASUREMENTS
67. 67Level 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
68. 68Fair value of Public Share Rights for Class A ordinary shares subject to possible redemption allocation 3 $ 2,760,000
69. 69Fair value per share right $ 0.12
70. 70NOTE 9 — SEGMENT INFORMATION
71. 71The 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
72. 72NOTE 10 — SUBSEQUENT EVENTS