DEF 14A of Jackson Acquisition Co II
Filed Oct 27, 20260001213900-26-112923
Q. How will the Sponsor and the Company’s directors and officers vote?
Q. How will the Sponsor and the Company’s directors and officers vote? A: The Sponsor, the Company’s directors and officers and Roth intend to vote any Ordinary Shares over which they have voting control in favor of the Proposals. On the Record Date, the Sponsor and the Company’s officers and independent directors beneficially owned and were entitled to vote an aggregate of 5,750,000 Class B Ordinary Shares and 495,000 Class A Ordinary Shares, representing approximately 21.1% of the Company’s issued and outstanding Ordinary Shares. The Class B Ordinary Shares are not entitled to redemption rights.
Q: What interests do the Company’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Amendment Proposal?
Q: What interests do the Company’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Amendment Proposal? A: The Company’s directors and officers have interests in the Extension Amendment Proposal and the Trust Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Ordinary Shares and Private Placement Units. See the section entitled “The Extension Amendment Proposal and the Trust Amendment Proposal — Interests of the Sponsor and the Company’s Directors and Officers” in this proxy statement.
Interests of the Sponsor and the Company’s Directors and Officers
Interests of the Sponsor and the Company’s Directors and Officers When considering the recommendation of the Board, the Company’s shareholders should be aware that aside from their interests as direct or indirect shareholders, the Sponsor and certain members of the Board and officers of the Company have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to the Company’s shareholders that they approve the Extension Amendment Proposal and the Trust Amendment Proposal. The Company’s shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal and the Trust Amendment Proposal: • the fact that the Sponsor and Roth paid an aggregate of $8,400,000 for 840,000 Private Placement Units, which will expire worthless if the Company liquidates without completing an initial business combination, while the proceeds from the sale of the Private Placement Units held in the Trust Account will be included in the amounts distributed with respect to the Public Shares; • the fact that the Sponsor has invested in the Company $25,000 for 5,750,000 Class B Ordinary Shares. Assuming a trading price of $10.82 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on NYSE on October 26, 2026), the 5,750,000 Class B Ordinary Shares would have an implied aggregate market value of approximately $62.2 million. As a result, if an initial business combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in the Company even if the Class A Ordinary Shares lose significant value. On the other hand, if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Company liquidates without completing an initial business combination on or before the Current Termination Date, the Sponsor will lose its entire investment in the Company; • the fact that the Company’s Chief Financial Officer and independent directors own an aggregate of 200,000 Class B Ordinary Shares that were issued to the Company’s officers and independent directors for an aggregate of approximately $870. Assuming a trading price of $10.82 per Class A Ordinary Share (based upon the closing price of the Class A Ordinary Shares on NYSE on October 26, 2026), the 200,000 Class B Ordinary Shares would have an implied aggregate market value of approximately $2.2 million; • the fact that the Sponsor and the Company’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and the Company fails to complete an initial business combination on or before the Current Termination Date; • the indemnification of the Company’s existing officers and directors and the liability insurance maintained by the Company; • the fact that the Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate; • the fact that up to an aggregate amount of $1.5 million of any amounts outstanding under any loans our Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company to finance working capital or transaction costs in connection with an initial business combination may be converted into Private Placement Units at the option of the lender and, if issued, such units would automatically convert into an equal number of units of the post-business combination company at a price of $10.00 per unit; • the fact that the Sponsor and the Company’s officers and directors will lose their entire investment in the Company if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and an initial business combination is not consummated on or before the Current Termination Date; • the fact that the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims; and • the fact that the Sponsor and the Company’s officers and directors, and their respective affiliates, will be reimbursed for out-of-pocket expenses incurred in connection with activities on the Company’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of October 26, 2026, the aggregate amount that the Sponsor and the Company’s officers and directors and their respective affiliates may receive in reimbursement is $0. Additional information regarding the interests of the Sponsor and the Company’s officers and directors in an initial business combination will be contained in the proxy statement/prospectus to be filed with the SEC.