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    NELSON
    MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    Jonathan
    H. Talcott

    T:
    202.689.2806

    jon.talcott@nelsonmullins.com

    101
    Constitution Avenue, NW

    Washington,
    DC 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

November
1, 2024

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:
    William Demarest

    Kristina
    Marrone

    Kibum
    Park

    Pam
    Howell

    RE:
    Jackson Acquisition Company
    II

    Registration Statement on
    Form S-1

    Filed September 27, 2024

    File No. 333-282393

Ladies
and Gentlemen:

On
behalf of Jackson Acquisition Company II (the “Company”), we are hereby responding to the letter dated October 24,
2024 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(“SEC” or the “Commission”), regarding the Company’s Registration Statement on Form S-1 filed
on September 27, 2024 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”) with the Commission today. The numbered paragraphs below correspond to the numbered comments in the Comment Letter,
and the Staff’s comments are presented in bold italics.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and page
11 of the Amended Registration Statement.

 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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page and pages 23, 64, 126 and 134 of the
Amended Registration Statement.

 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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amended Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 9, 91 and 104 of the Amended Registration
Statement.

 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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 20, 30, 56, 64, 71, 93, 134, 137 and 154 of
the Amended Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 8, 25, 86, 101,
105, 117 and 154  of the Amended Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 8, 35, 100, 122 and 130 of the Amended Registration
Statement.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 11 and 85 of the Amended Registration Statement.

 9. Please
                                            include in the tabular disclosure beginning on page 11 the lock-up agreement with the underwriters
                                            as disclosed on page 162.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 12 of the Amended Registration Statement.

    2

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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages
29 and 54 of the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 32, 61, 111, 112 and 142 of the Amended Registration Statement
and provided additional information.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 34, 121 and 131 of the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has added a risk factor on page 73 of the Amended Registration Statement.

 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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has added a risk factor on page 77 of the Amended Registration Statement.

    3

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.

Response: We inform the Staff that the sponsor is a limited
liability company organized in the state of Georgia and is not controlled by, and does not have substantial ties with, a non-U.S. person,
and that the Company has revised its disclosure on page 45 of the Amended Registration Statement to reflect this.

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.

Response: The Company acknowledges and the Staff’s
comment and advises the Staff that it has added a risk factor on page 50 of the Amended Registration Statement.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised the risk factor disclosure on