November 15, 2024

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

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

     We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our October 24,
2024 letter.

Amendment No.1 to Form S-1 filed November 11, 2024
Cover Page

1.     We acknowledge your response to prior comment 1 and partially reissue.
Please
       revise to clearly 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. See Item
1602(a)(3) of Regulation
       S-K.
 November 15, 2024
Page 2
Conflicts of Interest, page 34

2.     We acknowledge your response to prior comment 13. 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, 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 40

3.     We note the risk factor added in response to prior comment 13. Please
revise to
       discuss the risk to public investors if the ownership of the sponsor
were to change or if
       the sponsor were to divest its ownership interest in the company before
identifying a
       business combination.
Risk Factors
If we seek shareholder approval of our initial business combination . . . ,
page 44

4.     Please revise your disclosure here 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 here that the purpose of such transactions could be to vote
in favor of the
       business combination. We also note on page 108 the price per share paid
in any such
       transaction may be different than the amount per share a public
shareholder would
       receive if it elected to redeem its shares in connection with your
initial business
       combination. Please clarify that any purchases will not be made at a
price higher than
       the price offered through the SPAC redemption process. For guidance,
refer to Tender
       Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01.
Dilution, page 85

5.     We note the revisions made in response to prior comment 18. Please
revise to describe
       each material potential source of future dilution following the
registered offering by
       the special purpose acquisition company, including shares that may be
issued in
       connection with the closing of your initial business combination. See
Item 1602(c) of
       Regulation S-K.
Related Party Transactions, page 93

6.     We acknowledge your response to prior comment 19 and reissue the
comment. Please
       reconcile the disclosure in this section and in the agreement filed as
Exhibit 1.2
       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. The product of 4% and $100 million is $4 million, not $8
million.
 November 15, 2024
Page 3
Conflicts of Interest, page 121

7.     We acknowledge your response to prior comment 21. Please expand your
       disclosure here to discuss 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 126

8.     We acknowledge your response to prior comment 22. Please revise to
disclose the
       amount of founder shares the independent directors will receive for
their services as
       director. See Item 402 of Regulation S-K.
Transfers of Founder Shares and Private Placement Units, page 135

9.     We note your response to prior comment 23 and we reissue the comment.
Please
       revise disclose those circumstances when the members of the sponsor may
transfer
       their membership interests. See Item 1603(a)(6) of Regulation S-K.
Exhibits

10.    Please revise Exhibit 10.3 for consistency with the NYSE Listing Rules.
More
       specifically, we note that the form trust account termination letter
attached as Exhibit
       A to Exhibit 10.3, the Investment Management Trust Agreement, states
that "[o]n the
       Consummation Date (i) counsel for the Company shall deliver to you
written
       notification that the Business Combination has been consummated, or
       will be consummated substantially, concurrently with your transfer of
       funds. . . ." However, Section 102.06 of the NYSE Listed Company Manual
       states that "at least 90% of the proceeds ... will be held in a trust
account
       controlled by an independent custodian until consummation of a
       business combination." It is unclear how the release of funds earlier
than
       consummation could comport with this listing standard. Please revise
       your disclosure or tell us how this provision complies with Section
102.06.
 November 15, 2024
Page 4

        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 Pearlyne Paulemon at 202-551-8714 or Pam Howell at
202-551-3357
with any other questions.



                                                        Sincerely,

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