Jackson Acquisition Co. II (JACS) risk factors, FY2025 10-K

Jackson Acquisition Co. II's FY2025 10-K, filed Mar 20, 2026, lists 75 risk factors. Against the prior year's 72: 14 new, 11 dropped, 35 substantially reworded.

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Risk factors listed
750 groups
New this year
14vs 72 last year
Dropped
11since the prior 10-K
Substantially reworded
35of those kept
Section length
23k wordsItem 1A

What the changes say

  • Jackson Acquisition Co II reported net income of $9,115,597 for 2025, largely driven by $9,684,710 in trust account interest.

What changed since the prior 10-K

New

  • New

    For the year ended December 31, 2025, we had net income of $9,115,597, which consists of interest earned of marketable securities held in the Trust Account of $9,684,710, offset by general and administrative expenses of $569,113

    For 2025, net income was $9,115,597, consisting of $9,684,710 in trust account interest offset by $569,113 in expenses.

  • New

    For the year ended December 31, 2025, net cash used in operating activities was $427,590. Net income of $9,115,597 was offset by interest earned on marketable securities of $9,684,710 and changes in operating assets and liabilities, which provided $141,523 of cash from operating activities

    Net cash used in operating activities was $427,590 in 2025, with $242,543,188 held in the Trust Account for an initial Business Combination.

  • New

    (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements

    Management assessed internal control over financial reporting as effective for 2025 without auditor attestation due to emerging growth company status.

  • New

    Airo Brands, Inc. Consumer Packaged Goods Director

    Officers Richard Jackson, Brian McCarthy, J. Nicholas Ayers, and Stephan Rodgers have competing fiduciary duties and priorities to other entities like Airo Brands.

  • New

    (9) According to a Schedule 13G filed on August 8, 2025 by Hudson Bay Capital Management LP and Sander Gerber, whose principal business address is 290 Harbor Dr., Stamford, CT 06902

    Sponsor acquired 5,750,000 Founder Shares for $25,000 and 840,000 Private Placement Units at $10.00 each alongside major institutional holders like Hudson Bay.

  • New

    Tax Fees. During the year ended December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning

    The independent registered public accounting firm rendered no tax compliance, advice, or planning services during 2025 or the 2024 period.

  • New

    (2) Financial Statements Schedules

    Exhibits include the December 9, 2024 Underwriting Agreement with Roth Capital Partners.

  • New

    14 Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on November 1, 2024)

    The filing incorporates the Code of Ethics, insider trading policies adopted February 20, 2025, and Section 302 and 906 certifications.

  • New

    Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024

    Shareholders equity totaled $220,750 alongside 23,000,000 Class A ordinary shares subject to possible redemption.

  • New

    Net income $ 9,115,597 $ 381,082

    Net income of $9,115,597 was adjusted by formation costs paid by the Sponsor and operating costs paid through promissory notes.

  • New

    Class A Ordinary Shares Subject to Possible Redemption

    Public shares feature a redemption feature for liquidation or business combination, classified outside permanent equity under ASC 480-10-S99.

  • New

    Class A ordinary shares subject to possible redemption, December 31, 2024 23,000,000 232,858,478

    Class A ordinary shares subject to possible redemption increased by $9,684,710 of accretion to reach $242,543,188 at year-end 2025.

  • New

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

  • New

    Marketable Securities held in Trust Account 1 $ 242,543,188 $ 232,858,478

Dropped

  • Dropped

    Following 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

  • Dropped

    Officers, Directors and Director Nominees

    Initial trust account funding details and initial transaction costs of $5,157,741.

  • Dropped

    Airo Brands, Inc. Agricultural Company Director

  • Dropped

    (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

  • Dropped

    (2) Financial Statements Schedule

  • Dropped

    FOR THE PERIOD FROM SEPTEMBER 11, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

  • Dropped

    Net cash used in investing activities (232,300,000 )

  • Dropped

    Class A Redeemable Share Classification

  • Dropped

    Class A ordinary shares issuance costs (5,076,432 )

  • Dropped

    Fair value of Public Share Rights for Class A ordinary shares subject to possible redemption allocation 3 $ 2,760,000

  • Dropped

    Fair value per share right $ 0.12

    List of officers and director nominees including Richard Jackson and David Lawrence.

Reworded

  • 99% rewritten

    Management’s Report on Internal Controls Over Financial Reporting

    Updated from citing an SEC transition period exemption for internal controls to full management responsibility under Section 404 of the Sarbanes-Oxley Act.

  • 91% rewritten

    Recently Issued Accounting Standards

    Replaced segment reporting standard ASU 2023-07 with ASU 2024-03 regarding expense disaggregation disclosures effective for fiscal years after December 15, 2026.

  • 89% rewritten

    Recent Accounting Pronouncements

    Replaced convertible instruments standard ASU 2020-06 with the new ASU 2024-03 expense disaggregation disclosure standard.

  • 88% rewritten

    Item 15. Exhibits, Financial Statement Schedules

    Expanded Item 15 documentation list to explicitly include the PCAOB registered auditor report and 2025 financial statements.

  • 87% rewritten

    Allocation of net income $ 7,085,459 $ 2,030,138 $ 171,861 $ 209,221

    Added full 2025 weighted-average shares and per-share calculations alongside comparative 2024 figures for redeemable and non-redeemable classes.

    Was: Allocation of net income $ 171,861 $ 209,221

  • 87% rewritten

    Net cash used in operating activities (427,590 ) (302,833 )

    Integrated full 2025 investing and financing cash flow line items alongside the previously reported operating cash outflows.

    Was: Net cash used in operating activities (302,833 )

  • 85% rewritten

    Interest earned on marketable securities held in Trust Account (9,684,710 ) (558,478 )

    Updated operating asset and liability changes to include 2025 figures for prepaid expenses, accounts payable, and amounts due to Sponsor.

    Was: Interest earned on marketable securities held in Trust Account (558,478 )

  • 85% rewritten

    10.11 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)

    Removed the indemnity agreement reference for Paul G. Gabos from the exhibit list while retaining the agreement for Stephan S. Rodgers.

  • 73% rewritten

    Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2

    Was: Report of Independent Registered Public Accounting Firm F-2

  • 72% rewritten

    Allocation of net income $ 7,085,459 $ 2,030,138 $ 161,305 $ 219,777

    Was: Allocation of net income $ 161,305 $ 219,777

  • 69% rewritten

    Loss from Operations (569,113 ) (177,396 )

    Was: Loss from operations (177,396 )

  • 68% rewritten

    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

  • 66% rewritten

    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

  • 63% rewritten

    Evaluation of Disclosure Controls and Procedures

  • 58% rewritten

    Opinion on the Financial Statements

  • 54% rewritten

    Unless 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

  • 52% rewritten

    Item 9B. Other Information

  • 49% rewritten

    (Principal Executive Officer)

  • 48% rewritten

    (1) Unless otherwise noted, the business address of each of the following entities or individuals is 2655 Northwinds Parkway Alpharetta, GA 30009

  • 42% rewritten

    Liquidity and Capital Resources

  • 41% rewritten

    Cash – End of year $ 521,776 $ 949,366

    Was: Cash - End of year $ 949,366

  • 40% rewritten

    The conflicts described above may not be resolved in our favor

  • 39% rewritten

    Off-Balance Sheet Financing Arrangements

  • 39% rewritten

    NOTE 9 — SEGMENT INFORMATION

  • 38% rewritten

    Cash and Cash Equivalents

  • 31% rewritten

    NOTE 10 — SUBSEQUENT EVENTS

  • 29% rewritten

    Administrative Services Agreement

  • 29% rewritten

    Fair Value of Financial Instruments

  • 28% rewritten

    The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered

    Was: During 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

  • 25% rewritten

    Net Income per Ordinary Share

  • 24% rewritten

    Promissory Note - Related Party

  • 23% rewritten

    Marketable Securities Held in Trust Account

    Was: Investment Held in Trust Account

  • 22% rewritten

    Business Combination Marketing Fee

  • 21% rewritten

    NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

  • 20% rewritten

    We 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

All 75 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01For the year ended December 31, 2025, we had net income of $9,115,597, which consists of interest earned of marketable securities held in the Trust Account of $9,684,710, offset by general and administrative expenses of $569,113New
  2. 02Liquidity and Capital Resources42% rewritten
  3. 03For the year ended December 31, 2025, net cash used in operating activities was $427,590. Net income of $9,115,597 was offset by interest earned on marketable securities of $9,684,710 and changes in operating assets and liabilities, which provided $141,523 of cash from operating activitiesNew
  4. 04Off-Balance Sheet Financing Arrangements39% rewritten
  5. 05Critical Accounting Estimates
  6. 06Recent Accounting Pronouncements89% rewritten
  7. 07Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  8. 08Evaluation of Disclosure Controls and Procedures63% rewritten
  9. 09Management’s Report on Internal Controls Over Financial Reporting99% rewritten
  10. 10(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statementsNew
  11. 11Changes in Internal Control over Financial Reporting
  12. 12Item 9B. Other Information52% rewritten
  13. 13Paul G. Gabos 60 Director
  14. 14We 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 directors20% rewritten
  15. 15Number, Terms of Office and Appointment of Directors and Officers
  16. 16Committees of the Board of Directors
  17. 17Each 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
  18. 18Nominating and Corporate Governance Committee
  19. 19The 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
  20. 20The conflicts described above may not be resolved in our favor40% rewritten
  21. 21Airo Brands, Inc. Consumer Packaged Goods DirectorNew
  22. 22(6) Paul Gabos has a fiduciary duty with respect to each of the listed entities
  23. 23Limitation on Liability and Indemnification of Directors and Officers
  24. 24We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers
  25. 25Item 11. Executive Compensation
  26. 26of Certain Beneficial Owners and Management and Related Stockholder Matters
  27. 27Unless 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 them54% rewritten
  28. 28(1) Unless otherwise noted, the business address of each of the following entities or individuals is 2655 Northwinds Parkway Alpharetta, GA 3000948% rewritten
  29. 29(9) According to a Schedule 13G filed on August 8, 2025 by Hudson Bay Capital Management LP and Sander Gerber, whose principal business address is 290 Harbor Dr., Stamford, CT 06902New
  30. 30Promissory Note - Related Party24% rewritten
  31. 31Administrative Services Agreement29% rewritten
  32. 32We 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
  33. 33These 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
  34. 34The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered28% rewritten
  35. 35Tax Fees. During the year ended December 31, 2025 and for the period from September 11, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planningNew
  36. 36Item 15. Exhibits, Financial Statement Schedules88% rewritten
  37. 37(2) Financial Statements SchedulesNew
  38. 381.2 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)
  39. 394.3 Specimen Right Certificate (included in Exhibit 4.4)
  40. 4010.11 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)85% rewritten
  41. 4114 Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14 to Form S-1 as filed with the Securities and Exchange Commission on November 1, 2024)New
  42. 42104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  43. 43(Principal Executive Officer)49% rewritten
  44. 44Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-273% rewritten
  45. 45Opinion on the Financial Statements58% rewritten
  46. 46Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024New
  47. 47Loss from Operations (569,113 ) (177,396 )69% rewritten
  48. 48Net income $ 9,115,597 $ 381,082New
  49. 49Interest earned on marketable securities held in Trust Account (9,684,710 ) (558,478 )85% rewritten
  50. 50Net cash used in operating activities (427,590 ) (302,833 )87% rewritten
  51. 51Cash – End of year $ 521,776 $ 949,36641% rewritten
  52. 52NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS21% rewritten
  53. 53Transaction costs amounted to $5,157,741, consisting of $4,600,000 of cash underwriting fees and $557,741 of other offering costs
  54. 54Cash and Cash Equivalents38% rewritten
  55. 55Marketable Securities Held in Trust Account23% rewritten
  56. 56Concentration of Credit Risk
  57. 57Fair Value of Financial Instruments29% rewritten
  58. 58Class A Ordinary Shares Subject to Possible RedemptionNew
  59. 59Class A ordinary shares subject to possible redemption, December 31, 2024 23,000,000 232,858,478New
  60. 60Net Income per Ordinary Share25% rewritten
  61. 61Allocation of net income $ 7,085,459 $ 2,030,138 $ 171,861 $ 209,22187% rewritten
  62. 62Allocation of net income $ 7,085,459 $ 2,030,138 $ 161,305 $ 219,77772% rewritten
  63. 63Recently Issued Accounting Standards91% rewritten
  64. 64NOTE 3 — INITIAL PUBLIC OFFERING
  65. 65NOTE 4 — PRIVATE PLACEMENT
  66. 66Promissory Note — Related Parties
  67. 67Business Combination Marketing Fee22% rewritten
  68. 68NOTE 7 — SHAREHOLDERS’ DEFICIT
  69. 69NOTE 8 — FAIR VALUE MEASUREMENTS
  70. 70Level 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 basis68% rewritten
  71. 71Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liabilityNew
  72. 72Marketable Securities held in Trust Account 1 $ 242,543,188 $ 232,858,478New
  73. 73NOTE 9 — SEGMENT INFORMATION39% rewritten
  74. 74The 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 Agreement66% rewritten
  75. 75NOTE 10 — SUBSEQUENT EVENTS31% rewritten

Other Jackson Acquisition Co. II 10-Ks

  • FY2024 10-K risk factors
    72 risks

    Jackson Acquisition Co II completed its initial public offering on December 11, 2024, raising $230,000,000 in gross proceeds.

    Filed Mar 18, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.