James Nicholas Ayers Form 3/A Jackson Acquisition Co II / James Nicholas Ayers ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ayers James Nicholas

(Last) (First) (Middle)

C/O JACKSON ACQUISITION COMPANY II

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2024

3. Issuer Name and Ticker or Trading Symbol
Jackson Acquisition Co II [ JACS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/09/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	50,000	(1)	D

Explanation of Responses:

1. As described in Issuer's Registration Statement on Form S-1 (File No. 333-282393), as amended, 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 a qualifying initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

Remarks:

This amendment is being filed solely to add Exhibit 24, Power of Attorney, which was not included with the original Form 3 filing filed on 12/9/2024.

	/s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact	12/09/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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