October 24, 2024

Richard L. Jackson
Chief Executive Officer
Jackson Acquisition Co II
2655 Northwinds Parkway
Alpharetta, GA 30009

       Re: Jackson Acquisition Co II
           Registration Statement on Form S-1
           Filed September 27, 2024
           File No. 333-282393
Dear Richard L. Jackson:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover page

1.     Please disclose all compensation received or to be received by the SPAC
sponsor, its
       affiliates, and promoters. In this regard, while we note your disclosure
on page 10.
       Please disclose the extent to which such compensation and securities
issuances,
       including the exercise of the private placement warrants, may result in
a material
       dilution of the purchasers' equity interests. Lastly, please provide a
cross-reference,
       highlighted by prominent type or in another manner, to the locations of
related
       disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.
2.     When discussing the class B ordinary shares, please revise to clarify
that the class B
       ordinary shares will have the right to vote on the appointment or
removal of directors.
3.     Please revise the cross-references to conflicts of interest and dilution
disclosures to be
       highlighted by prominent type or in another manner, as required by Items
1602(a)(4)
       and (a)(5) of Regulation S-K.
 October 24, 2024
Page 2

Summary, page 1

4.     Please revise your summary section to disclose any plans to seek
additional financings
       and how the terms of additional financings may impact unaffiliated
security holders.
       In this regard, we note your disclosure on pages 49, 52 and 54 relating
to potential
       additional financings, including debt and PIPE transactions. See Item
1602(b)(5) of
       Regulation S-K.
5.     When discussing the ownership of the sponsor after this offering, please
revise to also
       disclose the ownership including the common stock included in the
private placement
       units that will be purchased by the sponsor.
Initial Business Combination, page 8

6.     We note the disclosure that "the NYSE listing rules require that our
initial business
       combination must be with one or more operating businesses or assets with
a fair
       market value equal to at least 80% of the assets held in the trust
account (excluding
       the Marketing Fee and taxes payable on the income earned on the trust
account)." In
       light of the disclosure that the marketing fee is for additional
services the underwriter
       will provide as an advisor in connection with the business combination,
please advise
       how this is consistent with NYSE Rule 102.06, which only allows for the
exclusion of
       the amount of any deferred underwriting discount held in the trust. In
addition, please
       reconcile the reference to this fee as deferred underwriting in the
dilution table on
       page 81 or advise.
Our Acquisition Process, page 8

7.     Please state the basis for your statement here, and elsewhere that the
fiduciary duties
       or contractual obligations of your officers or directors will not
materially affect your
       ability to complete your initial business combination.
Sponsor Information, page 9

8.     Please revise the disclosure outside the table to describe the extent to
which the
       exercise of private placement warrants and the conversion of working
capital
       loans may result in a material dilution of the purchasers' equity
interests. See Item
       1602(b)(6) of Regulation S-K.
9.     Please include in the tabular disclosure beginning on page 11 the
lock-up agreement
       with the underwriters as disclosed on page 162.
Redemption Rights for Public Shareholders, page 25

10.    Please clearly disclose, here and elsewhere as needed, any limitations
upon
       redemptions, such as the requirement in the articles of incorporation
that would
       require net tangible assets in excess of $5,000,001, as referenced on
page 104. See
       Item 1602(b)(3) of Regulation S-K. Similarly, reconcile with disclosure
on page 51
       indicating there is no maximum redemption threshold.
 October 24, 2024
Page 3
Redemption of public shares and distribution and liquidation if no initial
business
combination, page 29

11.    We note your disclosure on page 30 that "[i]f we are unable to complete
an initial
       business combination within the 24-month period, we may seek an
amendment to our
       amended and restated memorandum and articles of association to extend
the period of
       time we have to complete an initial business combination beyond 24
months." Please
       revise to disclose any limitations on extensions, including the number
of times you
       may seek to extend. Please also disclose the consequences to the sponsor
of not
       completing an extension of this time period. See Item 1602(b)(4) of
Regulation S-K.
Conflicts of interest, page 31

12.    Please expand your disclosure here to discuss all actual or potential
material conflict
       of interest between the SPAC sponsor, its affiliates, or promoters; and
purchasers in
       the offering, including conflicts of interest relating to founder shares
and private
       placement units expiring worthless, repayment of loans, reimbursement of
the sponsor
       and others for any out-of-pocket expenses and forfeiture of fees in the
event you do
       not complete a de-SPAC transaction within the allotted time. See Item
1602(b)(7) of
       Regulation S-K.
Risk Factors, page 37

13.    We note your disclosure on page 12 that "in order to facilitate our
initial business
       combination or for any other reason determined by our sponsor in its
sole discretion,
       our sponsor may surrender or forfeit, transfer or exchange our founder
shares, private
       placement units or any of our other securities, including for no
consideration, as well
       as subject any such securities to earn-outs or other restrictions, or
otherwise amend the
       terms of any such securities or enter into any other arrangements with
respect to any
       such securities." Please add risk factor disclosure regarding any risk
that the sponsor
       may remove itself as sponsor from the company before identifying a
business
       combination, including through the unconditional ability to transfer the
founder shares
       or otherwise.
14.    Please include a risk factor that describes the potential material
effect on
       your shareholders of the stock buyback excise tax enacted as part of the
Inflation
       Reduction Act in August 2022. If applicable, include in your disclosure
that the excise
       tax could reduce the trust account funds available to pay redemptions or
that are
       available to the combined company following a de-SPAC transaction. Also
describe,
       if applicable, the risk that if existing SPAC investors elect to redeem
their shares such
       that their redemptions would subject the SPAC to the stock buyback
excise tax, the
       remaining shareholders that did not elect to redeem may economically
bear the impact
       of the excise tax.
Risks Relating to our Search for, Consummation of, or Inability to Consummate,
a Business
Combination . . .
We may not be able to complete an initial business combination . . . , page 42

15.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled
       by, has any members who are, or has substantial ties with, a non-U.S.
person.
 October 24, 2024
Page 4

If we are deemed to be an investment company under the Investment Company Act .
. . , page
46

16.    Where you disclose the risk that you may be considered to be operating
as
       an unregistered investment company, please confirm that if your facts
and
       circumstances change over time, you will update your disclosure to
reflect how those
       changes impact the risk that you may be considered to be operating as an
unregistered
       investment company.
Risks Relating to our Securities
We may issue our shares to investors in connection with our initial business
combination . . . ,
page 54

17.    We note your disclosure that potential PIPE transactions are meant to
enable you to
       provide sufficient liquidity to the post-business combination entity.
Clearly disclose
       their impact to you and investors, including that the arrangements
result in costs
       particular to the de-SPAC process that would not be anticipated in a
traditional IPO. If
       true, disclose that the agreements are intended to ensure a return on
investment to the
       investor in return for funds facilitating the sponsor   s completion of
the business
       combination or providing sufficient liquidity.
Dilution, page 80

18.    Please revise the disclosure outside of the table to describe each
material potential
       source of future dilution following the registered offering by the
special purpose
       acquisition company, including sources not included in the table with
respect to the
       determination of net tangible book value per share, as adjusted. Your
revisions should
       address, but not be limited to, shares that may be issued in connection
with the closing
       of your initial business combination, additional financing in connection
with the
       closing of your initial business combination, and up to $1,500,000 of
working capital
       loans that may be convertible into private placement warrants. See Item
1602(c) of
       Regulation S-K.
Related Party Transactions, page 87

19.    Please reconcile the disclosure regarding the fee to be paid to Roth of
"a fee equal to
       the product of 4.0% and the amount in the trust account up to $100
million upon the
       consummation of our initial business combination" with the disclosure
elsewhere that
       references this fee as a $8 million fee.
Proposed Business
Permitted purchases and other transactions with respect to our securities, page
102

20.    Please revise your disclosure here, and on pages 24 and 42 to explain
how such
       purchases would comply with Rule 14e-5. While we note your disclosure
       regarding Tender Offer Rules and Schedules Compliance and Disclosure
       Interpretation 166.01, your disclosure does not seem consistent with all
of requisite
       representations. For example, we note the disclosure on page 102 that
the purpose of
       such transactions could be to vote in favor of the business combination,
and we note
       the letter agreement requires the initial shareholders to vote any
public shares in favor
 October 24, 2024
Page 5

       of a business combination, as disclosed on page 126. Refer to Tender
Offer Rules and
       Schedules Compliance and Disclosure Interpretation 166.01.
Conflicts of Interest, page 115

21.    Please revise to disclose the nominal price paid for the founder shares,
and any actual
       or potential material conflicts of interest relating to compensation,
repayment of loans,
       and reimbursements of expenses that will be paid to your sponsor,
officers, or
       directors. Your disclosure should include conflicts between your sponsor
or its
       affiliates, or your officers, directors or promoters on one hand, and
your unaffiliated
       security holders on the other. See Item 1603(b) of Regulation S-K.
Management
Officer and Director Compensation, page 120

22.    Please revise to include the membership interests in the sponsor to be
received
       by your independent directors, as disclosed on page 9. See Item
402(r)(3) of
       Regulation SK.
Transfers of Founder Shares and Private Placement Units, page 128

23.    Please revise to disclose those circumstances when the members of the
sponsor may
       transfer their membership interests, as required by Item 1603(a)(6) of
Regulation S-K.
Exhibits

24.    Please include the consents of the director nominees, as required by
Rule 438 of
       Regulation C.
General

25.    We note reference on the cover page and the summary to non-managing
sponsor
       investors participating in the private placement indirectly through
interests in the
       sponsor. Please revise to provide clear disclosure of the participation.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-
3429 if you have questions regarding comments on the financial statements and
related
matters. Please contact Kibum Park at 202-551-6836 or Pam Howell at
202-551-3357 with
any other questions.
 October 24, 2024
Page 6



                                       Sincerely,

                                       Division of Corporation Finance
                                       Office of Real Estate & Construction
cc:   Michael K. Bradshaw, Jr., Esq.