JACKSON ACQUISITION : Form 8-K

JACKSON ACQUISITION COMPANY

PRO FORMA BALANCE SHEET

		Actual as of December 13, 2021			Pro Forma Adjustments						As Adjusted
					(Unaudited)						(Unaudited)
ASSETS
Current Assets:
Cash		$	1,923,485			$	-						$	1,923,485
Prepaid expenses			26,435				-							26,435
Other current assets			380,000				-							380,000
Total Current Assets			2,329,920				-							2,329,920
Cash held in Trust Account			203,000,000				22,500,000			(a)				225,837,500
							787,500			(b)
							(450,000	)		(c)
Other assets			374,795				-							374,795
Total Assets		$	205,704,715			$	22,837,500						$	228,542,215
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	910,988			$	-						$	910,988
Accrued offering costs			399,000				-							399,000
Overallotment liability			420,760				(345,583	)		(e)				75,177
Total Current Liabilities			1,730,748				(345,583	)						1,385,165
Derivative warrant liabilities			25,819,200				2,524,500			(d)				28,343,700
Deferred underwriting commissions			7,000,000				787,500			(c)				7,787,500
Total Liabilities			34,549,948				2,966,417							37,516,365
COMMITMENTS AND CONTINGENCIES
Class A common stock subject to possible redemption; 20,000,000 and 22,250,000 shares (at $10.15 per share), actual and as adjusted, respectively			203,000,000				22,500,000			(a)				225,837,500
							337,500			(h)
Stockholders' Deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and Outstanding			-				-							-
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding, actual and as adjusted (excluding 20,000,000 and 22,250,000 shares subject to possible redemption, actual and as adjusted, respectively)			-				-							-
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 and 5,562,500 shares issued and outstanding, actual and as adjusted, respectively			575				(19	)		(g)				556
Additional paid-in capital			-				787,500			(b)				-
							(1,237,500	)		(c)
							(2,272,500	)		(d)
							345,583			(e)
							80,552			(f)
							19			(g)
							(337,500	)		(h)
							2,633,846			(i)
Accumulated deficit			(31,845,808	)			(252,000	)		(d)				(34,812,206	)
							(80,552	)		(f)
							(2,633,846	)		(i)
Total Stockholders' Deficit			(31,845,233	)			(2,966,417	)						(34,811,650	)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit		$	205,704,715			$	22,837,500						$	228,542,215

JACKSON ACQUISITION COMPANY

Note to Pro Forma Balance Sheet

(unaudited)

NOTE 1 - CLOSING OF OVERALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Jackson Acquisition Company (the "Company") as of December 13, 2021, adjusted for the closing of the partial exercise of the underwriter's overallotment option and related transactions which occurred on January 6, 2022 as described below.

On January 6, 2022, the Company consummated the closing of the sale of 2,250,000 additional units (the "Over-Allotment Units") at a price of $10.00 per Over-Allotment Unit upon receiving notice of the underwriter's election to partially exercise its overallotment option, generating additional gross proceeds of $22,500,000 and incurring additional offering costs of $1,237,500 in underwriting fees. Each Over-Allotment Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and one-half of one redeemable warrant ("Public Warrant") of the Company. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment.Simultaneously with the closing of the partial exercise of the overallotment option, the Company consummated the private sale of an additional 787,500 warrants (the "OptionPrivate Placement Warrants") to RJ Healthcare SPAC, LLC (the "Sponsor") at a purchase price of $1.00 per OptionPrivate Placement Warrant, generating gross proceeds of $787,500. Of the additional $1,237,500 in underwriting fees, $787,500 is deferred until the completion of the Company's initial business combination. As a result of the underwriter's election to partially exercise its overallotment option, the Sponsor surrendered to the Company for cancellation 187,500 shares of the Company's Class B common stock.

In connection with the closing and sale of the Over-Allotment Units and the Option Private Placement Warrants (together, the "Over-Allotment Closing"), a total of $22,837,500 in proceeds from the Over-Allotment Closing was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Pro forma adjustments to reflect the closing of the partial exercise of the underwriter's overallotment option and related transactions are as follows:

		Pro forma entry
a.		Cash held in Trust Account			22,500,000
		Class A common stock subject to possible redemption							22,500,000
		To record sale of 2,250,000 Over-Allotment Units at $10.00 per Over-Allotment Unit.
b.		Cash held in Trust Account			787,500
		Additional paid-in capital							787,500
		To record sale of 787,500 Option Private Placement Warrants at $1.00 per Option Private Placement Warrant.
c.		Additional paid-in capital			450,000
		Cash held in Trust Account							450,000
		Additional paid-in capital			787,500
		Deferred underwriting compensation							787,500
		To record payment of 2% cash underwriting fee and record the liability for 3.5% deferred underwriting compensation on overallotment option.
d.		Accumulated deficit			252,000
		Derivative warrant liabilities							252,000
		Additional paid-in capital			1,485,000
		Derivative warrant liabilities							1,485,000
		Additional paid-in capital			787,500
		Derivative warrant liabilities							787,500
		To record excess proceeds from sale of the Option Private Placement Warrants & adjust fair value of derivative warrants.
e.		Overallotment liability			345,583
		Additional paid-in capital							345,583
		To adjust overallotment liability.
f.		Accumulated deficit			80,552
		Additional paid-in capital							80,552
		To record derivative warrant liability costs.
g.		Class B common stock			19
		Additional paid-in capital							19
		To record forfeiture of 187,500 shares of Class B common stock upon partial exercise of overallotment option.
h.		Additional paid-in capital			337,500
		Class A common stock subject to possible redemption							337,500
		To adjust Class A common stock subject to redemption to redemption value of $10.15 per share.
i.		Accumulated deficit			2,633,846
		Additional paid-in capital							2,633,846
		To return additional paid in capital to $0.