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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 6, 2026
Jackson Acquisition Company II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42432 |
|
98-1810786 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 2655 Northwinds Parkway Alpharetta, GA |
|
30009 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(770) 643-5605
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right to acquire one-tenth (1/10) of one Class A ordinary share |
|
JACS.U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
JACS |
|
New York Stock Exchange |
| Rights, each right to acquire one-tenth (1/10) of one Class A ordinary share |
|
JACS.R |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On February 6, 2026, Jackson Acquisition Company II (the “Company”)
received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) notifying the Company that it is
not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”), which requires an NYSE-listed
company to maintain a minimum of 300 public stockholders on a continuous basis.
The Company will, within 45 days from the receipt of the Notice, submit
a business plan to the NYSE that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of
receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if the plan reasonably demonstrates the
Company’s ability to regain compliance with the minimum listing standards. The Notice has no immediate impact on the listing or
trading of the Company’s securities. So long as the NYSE approves the plan, the Company’s securities will continue to be listed
and traded on the NYSE during the 18-month period, subject to the Company’s compliance with other NYSE listing standards and periodic
review by the NYSE of the Company’s progress under the plan. If the Company fails to comply with the business plan or the NYSE does
not accept the plan, the NYSE may commence suspension and delisting procedures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| |
|
| 99.1 |
|
Press Release dated February 10, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Jackson Acquisition Company II |
| |
|
|
| Date: February 10, 2026 |
By: |
/s/ Richard L. Jackson |
| |
Name: |
Richard L. Jackson |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Jackson Acquisition Company II Receives Noncompliance
Notice from the New York Stock Exchange Regarding Minimum Public Stockholders
New York, February 10, 2026 — Jackson
Acquisition Company II (the “Company”) announced today that it had received written notice on February 6, 2026 (the “Notice”)
from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01B of the NYSE Listed
Company Manual (the “Listing Rule”) which requires the Company to maintain a minimum of 300 public stockholders on a continuous
basis. In accordance with applicable NYSE procedures, the Company has 45 days from receipt of the Notice to submit a plan that would bring
it into compliance with the minimum stockholder requirement within 18 months of receipt of the Notice.
The Company plans to promptly submit a business
plan that demonstrates how the Company expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.
The Notice has no immediate impact on the Company’s
securities, and provided the NYSE approves the plan, the Company’s securities will continue to be listed and traded on the NYSE
during the 18-month cure period under their existing ticker symbols. Continued listing is subject to the Company’s compliance with
other NYSE listing standards and periodic review by the NYSE of the Company’s progress under the plan.
About Jackson Acquisition Company II
Jackson Acquisition Company II is a special purpose acquisition company
formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. While the Company may pursue an initial business combination in any industry or geographic location, the
Company intends to concentrate its search on businesses with a focus on healthcare services, healthcare technology, or otherwise focused
on the healthcare industry.
Forward-Looking Statements
This press
release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s intent
to submit a plan to bring it into compliance with the NYSE listing standards. When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements. You should carefully consider the risks and uncertainties described in the Risk Factors section of the Company’s
registration statement and prospectus for the Company’s initial public offering filed with the SEC, and any subsequent filings.
All forward-looking statements are expressly qualified in their entirety by such factors. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Richard L. Jackson
Jackson Acquisition Company II
678-690-1079
