Jackson Acquisition Co II-A 2025年度报告

FORM 10-K For the fiscal year ended December 31, 2025 Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may bedeemed affiliates of the Registrant, at June 30, 2025, the last business day of the Registrant’s most recently completed second fiscalquarter, computed by reference to the closing price of the Class A ordinary shares reported on the New York Stock Exchange on suchdate, was approximately $240.5 million. As of March 19, 2026, there were 23,840,000 Class A ordinary shares, $0.0001 par value per share, and 5,750,000 Class B ordinaryshares, $0.0001 par value per share, issued and outstanding. JACKSON ACQUISITION COMPANY IITABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments22Item 1C.Cybersecurity22Item 2.Properties22Item 3.Legal Proceedings22Item 4.Mine Safety Disclosures22PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23Item 6.[Reserved]24Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 7A.Quantitative and Qualitative Disclosures About Market Risk26Item 8.Financial Statements and Supplementary Data26Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure27Item 9A.Controls and Procedures27Item 9B.Other Information27Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections27PART IIIItem 10.Directors, Executive Officers and Corporate Governance28Item 11.Executive Compensation37Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters38Item 13.Certain Relationships and Related Transactions, and Director Independence39Item 14.Principal Accounting Fees and Services41PART IVItem 15.Exhibits, Financial Statement Schedules42Item 16.Form 10-K Summary43 CERTAIN TERMS References to the “Company,” “our Company,” “our,” “us” or “we” refer to Jackson Acquisition Company II, a blank checkcompany incorporated on September 11, 2024 as a Cayman Islands exempted company and formed for the purpose of entering into amerger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one ormore businesses or entities, which we refer to throughout this Annual Report on