Richard L. Jackson - Dec 9, 2024 Form 3 Insider Report for Jackson Acquisition Co II (JACS)

Role: CEO, Director, 10%+ Owner
Signature: /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact for Richard L. Jackson
Stock symbol: JACS
Transactions as of: Dec 9, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/9/2024, 06:14 PM
Previous filing: Dec 28, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	JACS	Class B ordinary shares							Dec 9, 2024	Class A ordinary shares	5.55M		See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-282393) under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 750,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.
F2	The shares are owned directly by RJ Healthcare SPAC II, LLC (the "Sponsor"). Mr. Jackson has an interest in the Class B ordinary shares through his membership interest in the Sponsor. The Sponsor is managed and controlled by Richard L. Jackson, President and Chief Executive Officer and director of the issuer. Mr. Jackson is the controlling member of the Sponsor and exercises voting and dispositive control over the securities held by the Sponsor. Mr. Jackson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-282393) under the heading "Description of Securities - Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 750,000 Class B ordinary shares that are subject to forfeiture if the underwriter of the issuer's initial public offering does not exercise in full its option to purchase additional units.

The shares are owned directly by RJ Healthcare SPAC II, LLC (the "Sponsor"). Mr. Jackson has an interest in the Class B ordinary shares through his membership interest in the Sponsor. The Sponsor is managed and controlled by Richard L. Jackson, President and Chief Executive Officer and director of the issuer. Mr. Jackson is the controlling member of the Sponsor and exercises voting and dispositive control over the securities held by the Sponsor. Mr. Jackson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.