Jackson Acquisition Co II Liquidation Value

Jackson Acquisition Company II (JACS) is a Cayman Islands blank check SPAC incorporated September 11, 2024, targeting healthcare services and technology acquisitions. The December 11, 2024 IPO raised $230M gross from 23,000,000 Class A ordinary shares at $10.00/unit, with an additional $8.4M from 840,000 Private Placement Units. Total of $232.3M was deposited into a grantor trust structure holding U.S. Treasury money market funds. The company has until December 11, 2026 to consummate a Business Combination or mandatory liquidation and dissolution follows.

Under a liquidation lens, the recovery posture for non-redeemable equity (Sponsor Class B + Private Placement Class A, approximately 6.59M shares) is functionally zero. The Trust Account balance of $242.5M at December 31, 2025 ($10.55/share redemption value, up from $10.12 at December 31, 2024, reflecting $9.7M in accumulated interest) is substantially reserved for the 23,000,000 public Class A redeemable shares. On a liquidation scenario, those public shareholders receive full pro-rata Trust distributions first. Residual for non-redeemable equity is then the outside-Trust asset stack minus all liabilities at face value.

Outside-Trust assets total approximately $633K (cash $522K at 100% recovery + prepaid $111K, haircut to zero as non-recoverable in wind-up). Against these stand $412K in current liabilities at face value: accounts payable and accrued expenses $87K, Due to Sponsor $127K (administrative services arrears), and promissory note to Sponsor $198K. The promissory note was amended May 7, 2025 to be payable upon Business Combination or liquidation — it therefore survives a liquidation event as a first-dollar claim on outside-Trust assets. Net outside-Trust recovery to non-redeemable equity approximates negative after applying cash-only at 100% ($522K cash less $412K liabilities = approximately $110K positive), but prepaid expenses and long-term prepaid insurance ($0 at year-end, down from $85K) have nil recovery, confirming the non-redeemable equity stack has trivial positive recovery only from cash.

The auditor (WithumSmith+Brown) issued a going concern qualification: if Business Combination is not completed by December 11, 2026, mandatory liquidation follows. Cash burn from operating activities was $428K for fiscal 2025 ($365K for the nine months ended September 30, 2025), driven by $569K G&A (including $127K administrative services fee to Sponsor). At the current burn rate, the approximately $522K outside-Trust cash provides under 12 months of coverage absent additional financing. The Business Combination Marketing Fee of up to $9.2M owed to Roth upon deal close is contingent and not accrued; it would extinguish in a no-deal liquidation scenario as Roth has waived its claim on Trust proceeds. No Working Capital Loans are outstanding. The MFFAIS CLV/LLV/OLV of $631K approximates the net outside-Trust equity recovery, consistent with this analysis.