{"url_path":"/sec/jacs-un/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2039058/0001213900-26-056121-index.html","accession_number":"0001213900-26-056121","cik":"0002039058","ticker":"JACS","issuer_name":"Jackson Acquisition Co II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2039058/0001213900-26-056121-index.html","primary_entity_key":"0002039058","primary_entity_name":"Jackson Acquisition Co II"},"word_count":741,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nFactors that could cause our actual results to\ndiffer materially from those in this report include the risk factors described in our final prospectus for our Initial Public Offering.\nAs of the date of this report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial\nPublic Offering filed with the SEC, except as described below.\n\n \n\n*The New York Stock Exchange may delist our securities from trading\non its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading\nrestrictions.*\n\n* *\n\nOur Class A ordinary shares, rights and units are listed on the New\nYork Stock Exchange (“NYSE”). We are subject to compliance with the NYSE’s continued listing requirements in order to\nmaintain the listing of our securities on the NYSE. Such continued listing requirements for the Class A ordinary shares include:\n\n \n\n●maintaining an average aggregate global market capitalization\nof at least $50,000,000 or an average aggregate global market capitalization attributable to publicly-held Class A ordinary shares of\nat least $40,000,000, excluding Class A ordinary shares held by our directors, officers, or their immediate families and other concentrated\nholdings of ten percent or greater, in each case measured over thirty consecutive trading days;\n\n \n\n●300 public shareholders; and\n\n \n\n●600,000 publicly-held Class A ordinary shares.\n\n \n\nOn February 6, 2026, we received a notice from the NYSE that we were\nnot in compliance with NYSE listing standard 802.01B because we had fallen below compliance with the 300 public shareholders requirement.\nIn accordance with the NYSE listing requirements, we submitted a plan that demonstrated how we expected to return to compliance with NYSE\nlisting standard 802.01B. The notice has no immediate impact on the listing or trading of our securities on the NYSE. If the NYSE approves\nour plan, our securities are expected to continue to be listed and traded on the NYSE during the applicable cure period, subject to our\ncompliance with other NYSE listing standards and periodic review by the NYSE of our progress under the plan.\n\n \n\nWe cannot assure you that we will continue to meet the NYSE’s\ncontinued listing requirements. If our securities do not meet the NYSE’s continued listing requirements, the NYSE may delist our\nsecurities from trading on its exchange. If the NYSE delists any of our securities from trading on its exchange and we are not able to\nlist such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market.\nIf this were to occur, we could face significant material adverse consequences, including:\n\n \n\n●a limited availability of market quotations for our securities;\n\n \n\n●reduced liquidity for our securities;\n\n \n\n●the possibility that the Class A ordinary shares could be\ndeemed a “penny stock” which will require brokers trading in Class A ordinary shares to adhere to more stringent rules and\npossibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n \n\n●a limited amount of news and analyst coverage; and\n\n \n\n●a decreased ability to issue additional securities or obtain\nadditional financing in the future.\n\n \n\n21\n\n \n\nThe National Securities Markets Improvement Act of 1996, which is a\nfederal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered\nsecurities.” Our Class A ordinary shares, units and rights currently qualify as covered securities under such statute. Although\nthe states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies\nif there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered\nsecurities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities\nissued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably\nand might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.\nFurther, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would\nbe subject to regulation in each state in which we offer our securities, including in connection with our initial Business Combination,\nwhich may negatively impact our ability to consummate our initial Business Combination."}