Correspondence 0001213900-24-105005 from Jackson Acquisition Co II (JACS, JACS-UN) (CIK 0002039058) (JACS)
Jackson Acquisition Co II (JACS, JACS-UN) (CIK 0002039058)
Date: Dec. 3, 2024 · CIK: 0002039058 · Accession: 0001213900-24-105005
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CORRESP
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Roth Capital Partners,
LLC
888 San Clemente Drive
Newport Beach, CA 92660
December 3, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE:
Jackson Acquisition Company II (“Company”)
Registration Statement on Form S-1, as amended
(File No. 333- 282393) (the “Registration Statement”)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules
and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital Partners, LLC,
as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on Thursday, December 5, 2024, at 4:30 p.m., ET, or as soon
thereafter as practicable.
Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.
The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
ROTH CAPITAL PARTNERS, LLC
By:
/s/ Aaron Gurewitz
Name:
Aaron Gurewitz
Title:
President & Head of Investment
Banking