Jackson Acquisition Co - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended December 31, 2022

Or

For the transition period from                          to

Commission file number 001-41128

Jackson Acquisition Company

(Exact name of registrant as specified in its charter)

(678) 690-1079

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒  No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes ☒  No ☐

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed as of June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was $218,940,000.

 

As of March 13, 2023, there were 22,250,000 shares of Class A Common Stock and 5,562,500 shares of Class B Common Stock, par value $0.0001 per share, of the registrant issued and outstanding.

 

		Page
	PART I
Item 1:	Business	3
Item 1A:	Risk Factors	13
Item 1B	Unresolved Staff Comments	50
Item 2:	Properties	50
Item 3:	Legal Proceedings	50
Item 4:	Mine Safety Disclosures	50
	PART II
Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
Item 6:	[Reserved]	52
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8:	Financial Statements and Supplementary Data	58
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
Item 9A:	Controls and Procedures	59
Item 9B:	Other Information	60
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	60
	PART III
Item 10:	Directors, Executive Officers and Corporate Governance	61
Item 11:	Executive Compensation	68
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69
Item 13:	Certain Relationships and Related Transactions, and Director Independence	72
Item 14:	Principal Accountant Fees and Services	75
	PART IV
Item 15:	Exhibits and Financial Statement Schedules	76
Item 16:	Form 10‑K Summary	76

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses and our target industries;

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the impact of the global economic and political developments on our business, including rising inflation and capital market disruptions, the current conflict in Ukraine, economic sanctions and economic slowdowns or recessions that may result from such developments which could harm our ability to consummate our initial business combination;

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the ability of our directors and officers to generate a number of potential business combination opportunities;

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our public securities’ liquidity and trading;

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the market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties;

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our financial performance; or

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other risks and uncertainties, including those described in the ‘‘Risk Factors’’ section of this Annual Report.

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We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

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Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

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If we seek stockholder approval of our initial business combination, our sponsor, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.

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The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

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The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

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Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets.

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We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

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Unlike many other blank check companies, we may extend the time to complete a business combination by three months without a stockholder vote or your ability to redeem your shares.

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If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.15 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

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We may have limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

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We may be able to complete only one business combination with the proceeds of our initial public offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact the results of operations and financial condition of the post-combination business.

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We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.

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Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

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Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

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Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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The New York Stock Exchange may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

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If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of the outstanding shares of our Class A Common Stock, you will lose your ability to redeem all such shares in excess of 15% of the outstanding shares of our Class A Common Stock.

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We have identified a material weakness in our internal control over financial reporting as of December 31, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

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Changes in law or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our business combination, and results of operations.

ITEM 1.

BUSINESS

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Large and Growing Market Opportunity. We believe that the healthcare services industry represents a significant market opportunity. According to CMS, total U.S. healthcare expenditures reached approximately $3.8 trillion in 2019, and CMS has estimated that total U.S. healthcare spending will constitute approximately 20% of projected U.S. gross domestic product in 2028. We believe the current trajectories of healthcare spending will encourage the development of new technologies and present valuable opportunities for growth in the healthcare space.

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Shift from Volume-Based care to Value-Based Care. In traditional volume-based care, or fee-for-service, healthcare providers are reimbursed for the number of services ordered. In these models, neither quality of care nor necessity of individual services (tests, procedures, etc.) are emphasized. The recent shift to performance-based care, or a more holistic approach to treatment, is intended to enhance cost efficiency while holding providers accountable for the quality of services they offer through risk-sharing models. This change is expected to significantly alter the dynamics of the U.S. healthcare system and to create opportunities for businesses to enter the healthcare space and make a difference in patient care.

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Accelerating Shift of Care to Lower Cost Settings. There has been a significant shift toward alternative sites and consumer convenience in recent years. We expect to continue to see an increased volume mix to outpatient care, particularly in lower-cost sites outside of the hospital as consumers gravitate to retail-friendly models and lower out-of-pocket costs.

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Macro Trends. Total U.S. healthcare expenditures are projected to grow at an average annual rate of approximately 5.4% from 2019 through 2028, according to CMS. Explanatory factors for this projected growth include an aging population, increasing prevalence of chronic diseases and improved access to healthcare products and services. This projected growth trajectory has put significant pressure on payors, which suggests favorable trends for healthcare companies that can control costs while improving access and overall quality of healthcare.

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Increased Emphasis Due to COVID-19 Pandemic. The COVID-19 pandemic has amplified the attention paid to the U.S. healthcare system. Public and private entities are placing an increasing emphasis on the resilience and stability of the system, in particular shortening supply chains, reducing reliance on offshore suppliers, and improving reliability and efficiency. We expect this dynamic to favor domestic companies that can reduce cost and improve quality of and access to care.

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Technological Advances and Spread of Social Media. Recent years have seen great advances in electronic healthcare services (e.g., electronic medical records, telehealth, awareness of mental health on social media, etc.). Combined with shifts in the methods of healthcare delivery in the U.S. (e.g., value-based care), we believe that there are attractive opportunities for development of flagship products or services.

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Gaps in Access, Quality and Affordability of Healthcare. Despite healthcare reform designed to make health insurance accessible to a broader range of the U.S. population, we believe that significant healthcare disparities have persisted and, in some cases, widened. Our management team is committed to closing these gaps and believes that it requires ongoing technological innovation, increasing attention towards the social determinants of health, and continued cost containment in addition to public policy actions and fiscal support. These challenging dynamics are expected to continue to put pressure on healthcare services companies to act with speed, creativity and resilience-and reward those that can do so-regardless of the regulatory or political environment.

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Alternate Site Healthcare Provider and Services. Rising healthcare expenditures are prompting industry players to transition to less expensive care settings. Hospitals, clinics and other traditional care sites are seeking to reduce expenses and launch value-based care initiatives, including a shift to outpatient and retail care sites, such as urgent care clinics and ambulatory surgical centers. Enhanced by digital health innovations and technologies, we expect such alternate site healthcare providers to drive the integration of the industry and to reduce the overall cost of healthcare.

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Home Care and Hospices. The elderly population of the U.S. continues to grow, resulting in an ongoing need for long-term care. We believe that many elderly patients now prefer the home care model to traditional hospitals. In addition, technology advances are expected to improve care delivery, enabling better patient care in a home environment and saving costly hospital spending. Despite the sector being very fragmented, home care is projected to be one of the two fastest growing sectors of the U.S. healthcare economy, and the fifth fastest growing industry in the U.S. economy generally, based on projected net growth in employment from 2019 through 2029, according to 2020 data appearing on the U.S. Bureau of Labor Statistics’ “The Economics Daily” website.

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Behavioral Health. According to a 2018 survey by the Substance Abuse and Mental Health Services Administration, an agency within the U.S. Department of Health and Human Services, approximately one out of five adults in the U.S. experiences a mental health disorder, yet only approximately 45% of those adults receive treatment. We believe that the rise of telehealth in the last few years and the general industry shift to alternate health sites have increased patients’ access to and the overall usage of behavioral health treatments.

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operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting leading talent, and identifying and executing on operational improvements that drive value;

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growing companies, both organically and through strategic transactions, expanding product portfolios and broadening geographic footprints;

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building strong sales networks to drive organic growth across market segments, targeting a wide range of payor and referral sources, with a focus on compliance and customer service across all parties in the care delivery and reimbursement chain;

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strategically investing in leading private and public healthcare and other companies to help accelerate growth and maturation;

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sourcing, structuring, acquiring and selling businesses;

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accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures; and

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fostering relationships with sellers, capital providers and experienced target management teams.

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Industry Attractiveness. Macro industry dynamics, including the healthcare regulatory and reimbursement situation, must be favorable on a go-forward basis. Healthcare companies can utilize the extensive networks and insights that members of our management team have built in the sector to drive meaningful operational improvements and efficiency gains or to enhance their strategic position by using technology solutions to differentiate its offering.

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Strong Management Team. We will seek to acquire businesses or companies with seasoned and strong management teams. Our team brings a breadth of knowledge and plans to focus on assets that represent the same values, proven track records, and work ethic.

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Growth Potential. We will seek to target propositions with significant growth potential with the addition of our management team and resources.

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Value Proposition. We will seek businesses or companies with clear value proposition, including how success will be measured and demonstrated to investors and that we believe are positioned to provide attractive risk-adjusted equity returns for our stockholders.

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Benefit from Access to Public Investors. We will seek to target companies that are ready to become public, with strong management, corporate governance and reporting policies in place, and which we believe will likely be well received by public investors and are expected to have good access to the public capital markets.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

ITEM 1A.

RISK FACTORS.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination.

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure;

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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longer payment cycles;

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changes in local regulations as part of a response to the COVID-19 outbreak;

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tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

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rates of inflation, price instability and interest rate fluctuations;

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liquidity of foreign capital and lending markets;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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energy shortages;

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crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability;

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deterioration of political relations with the United States;

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obligatory military service by personnel; and

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government appropriation of assets.

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Competition could adversely affect our results and operations.

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Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations.

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We may be unable to license or enforce intellectual property rights on which our business may depend.

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The success of our planned business following consummation of our initial business combination may depend on maintaining a secure business and information technology infrastructure.

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If we are required to obtain governmental approval of our products, the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful.

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Continuing government and private efforts to contain healthcare costs, including through the implementation of legal and regulatory changes, may adversely affect our results of operations and financial condition following such business combination.

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Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our results of operations and financial condition.

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The healthcare industry is susceptible to significant liability exposure. If liability claims are brought against us following a business combination, it could materially adversely affect our results of operations and financial condition.

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Dependence of our operations upon third-party suppliers, manufacturers or contractors whose failure to perform adequately could disrupt our business.

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The Affordable Care Act, possible changes to it or its repeal, and how it is implemented could negatively impact our business.

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A disruption in supply could adversely impact our business.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability for us to issue additional securities or obtain additional financing in the future.

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may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the shares of our Class B Common Stock resulted in the issuance of shares of our Class A Common Stock on a greater than one-to-one basis upon conversion of the shares of our Class B Common Stock;

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may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our shares of common stock;

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could cause a change of control if a substantial number of our shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

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may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

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may adversely affect prevailing market prices for our Units, shares of Class A Common Stock and/or warrants; and

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may not result in adjustment to the exercise price of our warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends, if any, on our common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 2.

PROPERTIES

ITEM 3.

LEGAL PROCEEDINGS

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6.

[RESERVED]

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES

1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

ITEM 9B.

OTHER INFORMATION

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name	Age	Position
John Ellis “Jeb” Bush	70	Chairman of the Board of Directors
David A. Perdue, Jr. (1)(2)(3)	73	Director
Marilyn B. Tavenner (1)(2)(3)	71	Director
Carlos A. Migoya (1)(2)(3)	72	Director

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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

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the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and the retention, direction, oversight of activities, and termination of the engagement of, any other independent registered public accounting firm engaged by us;

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pre-approving all services to be provided by the independent auditors or any other registered public accounting firm engaged by us;

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reviewing and discussing with the independent auditors relationships the auditors have with us in order to evaluate their continued independence;

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setting hiring policies for employees or former employees of the independent auditors;

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assuring the regular rotation of the audit partner in compliance with applicable laws and regulations;

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evaluating, at least annually, a report from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years concerning any independent audits carried out by the firm and any steps taken to deal with such issues;

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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

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reviewing and, if appropriate approving or ratifying any related party transaction and other significant conflicts of interest, in each case in accordance with our Code of Ethics (as defined below) and related person transaction policy; and

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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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reviewing and approving the corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluating their performance in light of such goals and objectives and determining and approving, subject to such further action of our Board of Directors as the Board of Directors shall determine, the compensation of our Chief Executive Officer and other executive officers (including any awards under any equity-based compensation or non-equity-based incentive compensation plan);

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reviewing our executive compensation policies and plans;

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administering our equity-based compensation plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving any special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees and any employment, compensation, benefit or severance agreement with any executive officer, subject to such further action of our Board of Directors as the Board of Directors shall determine;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the compensation for directors.

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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board of Directors, and recommending to the Board of Directors candidates for nomination for election at the annual stockholder meeting or to fill vacancies on the Board of Directors;

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developing and recommending to the Board of Directors and reviewing the effectiveness of our corporate governance policies;

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coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and management in the governance of the company; and

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

Name		Age		Position
Richard L. Jackson		69		President, Chief Executive Officer and Director
Douglas B. Kline		73		Chief Financial Officer and Treasurer

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None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

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In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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Our initial stockholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination by June 13, 2023 (or by September 13, 2023 if the sponsor exercises its extension option) or during any Charter Extension Period. However, if our initial stockholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial stockholders until the earlier of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination (x) if the last reported sale price of shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the shares of common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and directors and officers may directly or indirectly own shares of common stock and warrants, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

•

Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.

	Individual		Entity		Entity’s Business		Affiliation
	Jeb Bush		Jackson Healthcare (1)   InnovAge Holding Corp.   Get Heal, Inc.   Finback Investment Partners LLC   IHS Holding Limited   Dock Square Capital LLC   Jeb Bush & Associates, LLC		Healthcare   Healthcare   Healthcare   Investment Firm   Communications   Merchant Bank   Consulting Firm		Advisory board member   Director   Director   Chairman   Director   Chairman   Chairman
	Richard L. Jackson		Jackson Healthcare (1)   Jackson Investment Group (2)		Healthcare   Investment Firm		Chief Executive Officer, Chairman of the Board   Chief Executive Officer, Chairman of the Board
	Marilyn B. Tavenner		InnovAge Holding Corp.   Blue Cross Blue Shield of Arizona   Select Medical Holdings Corporation		Healthcare   Healthcare   Healthcare		Director   Director   Director
	Carlos A. Migoya		Jackson Health System (3)		Healthcare		President and CEO

ITEM 11.

EXECUTIVE COMPENSATION

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

•

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•

each of our executive officers and directors; and

•

all our executive officers and directors as a group.

		Class A Common Stock (1)				Class B Common Stock (2)
	Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned		Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned		Percentage of Total Outstanding Common Stock (3)
	Antara Capital LP (4)		1,500,000		6.74%						5.39%
	Citadel Advisors LLC (5)		1,256,919		5.7%		-		-		4.52%
	Highbridge Capital Management, LLC (6)		1,487,854		6.69%		-		-		5.35%
	Saba Capital Management, L.P. (7)		1,592,041		7.2%		-		-		5.72%
	RJ Healthcare SPAC, LLC (our sponsor) (8)		-		-		5,447,500		97.93%		19.59%
	John Ellis Bush (8)		-		-		5,447,500		97.93%		19.59%
	Richard L. Jackson (8)		-		-		5,447,500		97.93%		19.59%
	Douglas B. Kline		-		-		15,000		*		*
	David A. Perdue, Jr.		-		-		50,000		*		*
	Marilyn B. Tavenner		-		-		25,000		*		*
	Carlos A. Migoya		-		-		25,000		*		*
	All directors and officers as a group (6 individuals)		-		-		5,562,500		100%		20%

1)

Based on 22,250,000 shares of Class A Common Stock outstanding.

2)

Based on 5,562,500 shares of Class B Common Stock outstanding. Interests shown consist solely of founder shares, which will automatically convert into Class A Common Stock at the time of our initial business combination.

3)

Based on 27,812,500 shares of common stock outstanding, which includes 22,250,000 shares of Class A Common Stock and 5,562,500 shares of Class B Common Stock.

4)

Based on a Schedule 13G filed on March 3, 2022, which reported ownership as of December 31, 2021, by Antara Capital LP (“Antara Capital”), Antara Capital GP LLC (“Antara GP”) and Mr. Himanshu Gulati (“Mr. Gulati”). Antara Capital, Antara GP and Mr. Gulati share voting and dispositive power over the reported shares.  The address of the principal business office of each of the reporting persons is 55 Hudson Yards, 47th Floor, Suite C, New York, NY 10001.

5)

Based on a Schedule 13G/A filed on February 14, 2023, which reported ownership as of December 31, 2022, by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (“Mr. Griffin”). Citadel Advisors, CAH and CGP share voting and dispositive power over 1,251,149 of the reported shares. Citadel Securities, CALC4 and CSGP share voting and dispositive power over 5,770 of the reported shares. Mr. Griffin shares voting and dispositive power over the reported shares. The address of the principal business office of each of the reporting persons is Southeast Financial Center, 200 S. Biscayne Boulevard, Suite 3300, Miami, Florida 33131.

6)

Based on a Schedule 13G/A filed on February 14, 2023, which reported ownership as of December 31, 2022, by Saba Capital Management, L.P. (“Saba Capital”), Saba Capital Management GP, LLC (“Saba GP”) and Mr. Boaz R. Weinstein (“Mr. Weinstein”). Saba Capital, Saba GP and Mr. Weinstein share voting and dispositive power over the reported shares. The address of the principal business office of each of the reporting persons is 405 Lexington Avenue, 58th Floor, New York, NY 10174.

7)

Based on a Schedule 13G filed on February 2, 2023, which reported ownership as of December 31, 2022, by Highbridge Capital Management LLC. The address of the principal business office of the reporting person is 277 Park Avenue, 23rd Floor, New York, NY 10172.

8)

Based on a Schedule 13G filed on February 11, 2022. RJ Healthcare SPAC, LLC, the Company’s sponsor, is the record holder of the reported shares. Entities controlled by Richard L. Jackson and John Ellis Bush, respectively, are members of the sponsor and Messrs. Jackson and Bush serve as managers of the sponsor, but Mr. Jackson has two of the three votes on the board of managers and thus holds the ultimate voting and investment control over the shares held by the sponsor. Each of Mr. Jackson and Mr. Bush disclaims beneficial ownership over any securities held by the sponsor in which he does not have any pecuniary interest.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

•

repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses;

•

payment to an affiliate of our sponsor of a total of $10,000 per month for office space, administrative and support services;

•

reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

•

repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

(in thousands)		Year Ended December 31, 2021				Year Ended December 31, 2022
Audit Fees		$	123,548			$	25,750
Audit-Related Fees			-			$	84,877
Tax Fees			-
All Other Fees			-
Total		$	123,548			$	110,627

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)		(1)		Financial Statements: See Index to Consolidated Financial Statements on page F‑1 of this Annual Report.
		(2)		Exhibits: The exhibits listed on the Exhibit Index set forth immediately following Item 16 are filed or furnished as part of this Annual Report. The Exhibit Index is incorporated herein by reference.

ITEM 16.

FORM 10‑K SUMMARY

				Incorporated by Reference
Exhibit Number		Description of Exhibit		Form		File Number		Date of Filing		Exhibit Number		Filed* or Furnished** Herewith
3.1		Amended and Restated Certificate of Incorporation of the Company		8-K		001-41128		December 14, 2021		3.1
3.2		Amended and Restated Bylaws of the Company		S-1/A		333-254727		May 12, 2021		3.4
4.1		Specimen Unit Certificate		S-1/A		333-254727		November 22, 2021		4.1
4.2		Specimen Class A Common Stock Certificate		S-1/A		333-254727		November 22, 2021		4.2
4.3		Specimen Warrant Certificate (included in Exhibit 4.4)		8-K		001-41128		December 14, 2021		4.1
4.4		Warrant Agreement, dated December 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent		8-K		001-41128		December 14, 2021		4.1
4.5		Description of Securities										*
10.1		Letter Agreement, dated December 8, 2021, by and among the Company, its officers and directors, and RJ Healthcare SPAC, LLC		8-K		001-41128		December 14, 2021		10.1
10.2		Investment Management Trust Agreement, dated December 8, by and between the Company and Continental Stock Transfer & Trust Company, as trustee		8-K		001-41128		December 14, 2021		10.2
10.3		Registration Rights Agreement, dated December 8, 2021, by and among the Company and certain security holders		8-K		001-41128		December 14, 2021		10.3

10.4		Administrative Services Agreement, dated December 8, 2021, by and between the Company and RJ Healthcare SPAC, LLC		8-K		001-41128		December 14, 2021		10.4
10.5		Indemnity Agreement, dated December 8, 2021, by and between the Company and John Ellis “Jeb” Bush		8-K		001-41128		December 14, 2021		10.6
10.6		Indemnity Agreement, dated December 8, 2021, by and between the Company and Richard L. Jackson		8-K		001-41128		December 14, 2021		10.7
10.7		Indemnity Agreement, dated December 8, 2021, by and between the Company and Douglas B. Kline		8-K		001-41128		December 14, 2021		10.8
10.8		Indemnity Agreement, dated December 8, 2021, by and between the Company and David A. Perdue, Jr.		8-K		001-41128		December 14, 2021		10.9
10.9		Indemnity Agreement, dated December 8, 2021, by and between the Company and Marilyn B. Tavenner		8-K		001-41128		December 14, 2021		10.10
10.10		Indemnity Agreement, dated December 8, 2021, by and between the Company and Carlos A. Migoya		8-K		001-41128		December 14, 2021		10.13
14.1		Code of Business Conduct and Ethics		S-1/A		333-254727		May 13, 2021		14
21		Subsidiaries of the Company										*
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)										*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)										*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350										**
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350										**

	JACKSON ACQUISITION COMPANY
Date: March 29, 2023
	By:	/s/ Richard L. Jackson
		Richard L. Jackson
		Chief Executive Officer

Signature		Title		Date
/s/ Richard L. Jackson		President and Chief Executive Officer		March 29, 2023
Richard L. Jackson		(Principal Executive Officer)
/s/ Douglas B. Kline		Chief Financial Officer and Treasurer		March 29, 2023
Douglas B. Kline		(Principal Financial and Accounting Officer)
/s/ John Ellis Bush		Chairman of the Board		March 29, 2023
John Ellis Bush
/s/ Carlos A. Migoya		Director		March 29, 2023
Carlos A. Migoya
/s/ David A. Perdue, Jr.		Director		March 29, 2023
David A. Perdue, Jr.
/s/ Marilyn B. Tavenner		Director		March 29, 2023
Marilyn B. Tavenner

Report of Marcum LLP, Independent Registered Public Accounting Firm (PCAOB ID 688)		F-2
Financial Statements:
	Balance Sheets as of December 31, 2022 and 2021	F-3
	Statements of Operations for the year ended December 31, 2022 and for the Period March 5, 2021 (inception) through December 31, 2021	F-4
	Statements of Changes in Stockholders’ (Deficit) Equity for the year ended December 31, 2022 and for the Period March 5, 2021 (inception) through December 31, 2021	F-5
	Statements of Cash Flows for the year ended December 31, 2022 and for the Period March 5, 2021 (inception) through December 31, 2021	F-6
	Notes to the Financial Statements	F-7

		December 31, 2022				December 31, 2021
ASSETS
Current Assets:
Cash		$	305,115			$	1,923,321
Prepaid expenses and other current assets			368,383				395,350
Total Current Assets			673,498				2,318,671
Investments held in the Trust Account			228,961,837				203,000,654
Other assets			-				355,015
Total Assets		$	229,635,335			$	205,674,340
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		$	417,659			$	1,091,191
Accrued offering costs			399,000				410,768
Income taxes payable			452,773				-
Overallotment liability			-				325,831
Total Current Liabilities			1,269,432				1,827,790
Deferred tax liability			153,453				-
Derivative warrant liabilities			214,725				9,584,400
Deferred underwriting commission			7,787,500				7,000,000
Total liabilities			9,425,110				18,412,190
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 22,250,000 and 20,000,000 shares at December 31, 2022 and 2021, respectively (at redemption value of $10.25 and $10.15 per share, respectively)			228,122,408				203,000,000
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 (excluding 22,250,000 and 20,000,000 shares at December 31, 2022 and 2021, respectively, subject to possible redemption)			-				-
Class B common stock, $0.0001 par value, 50,000,000 shares authorized, 5,562,500 and 5,750,000 shares issued and outstanding at December 31, 2022 and 2021, respectively (1)			556				575
Additional paid-in capital			-				-
Accumulated deficit			(7,912,739	)			(15,738,425	)
Total Stockholders’ Deficit			(7,912,183	)			(15,737,850	)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit		$	229,635,335			$	205,674,340

(1)

Share amount at December 31, 2021, includes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

		Year Ended December 31, 2022				For the Period March 5, 2021 (Inception) Through December 31, 2021
EXPENSES
Administration fee - related party		$	120,000			$	5,806
General and administrative			1,327,272				377,338
TOTAL EXPENSES			1,447,272				383,144
OTHER INCOME (EXPENSE)
Income earned on Investments held in Trust Account			3,256,067				654
Transaction costs allocable to derivative warrant liabilities			(25,112	)			(836,603	)
Excess fair value of private warrants over proceeds			-				(3,059,200	)
Change in fair value of derivative liabilities			10,306,800				16,234,800
Change in fair value of over-allotment liability			-				94,929
TOTAL OTHER INCOME			13,537,755				12,434,580
Income before provision for income taxes			12,090,483				12,051,436
Provision for income taxes			(606,226	)			-
Net income		$	11,484,257			$	12,051,436
Weighted average number of shares of Class A common stock outstanding, basic and diluted			22,213,014				1,196,013
Basic and diluted net income per share of Class A common stock		$	0.41			$	1.95
Weighted average number of shares of Class B common stock outstanding, basic and diluted (1)			5,553,253				5,000,000
Basic and diluted net income per share of Class B common stock		$	0.41			$	1.95

(1)

Share amount at December 31, 2021, excludes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

		Class B Common Stock								Additional Paid-In				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Equity (Deficit)
Balance as of March 5, 2021 (inception)			-			$	-			$	-			$	-			$	-
Issuance of Class B common stock to Sponsor (1)			5,750,000				575				24,425				-				25,000
Remeasurement of Class A common stock to redemption value			-				-				(24,425	)			(27,789,861	)			(27,814,286	)
Net income			-				-				-				12,051,436				12,051,436
Balance as of December 31, 2021			5,750,000			$	575			$	-			$	(15,738,425	)		$	(15,737,850	)
Forfeiture of Class B common stock			(187,500	)			(19	)			19				-				-
Proceeds in excess of fair value of Private Placement Warrants			-				-				401,625				-				401,625
Remeasurement of Class A common stock to redemption value			-				-				(401,644	)			(3,658,571	)			(4,060,215	)
Net income			-				-				-				11,484,257				11,484,257
Balance as of December 31, 2022			5,562,500			$	556			$	-			$	(7,912,739	)		$	(7,912,183	)

(1)	Includes an aggregate of up to 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). Upon partial exercise of the over-allotment option by the underwriters, 187,500 shares were forfeited.

		For the Year Ended December 31, 2022				For the Period From March 5, 2021 (Inception) Through December 31, 2021
Cash Flows From Operating Activities:
Net income		$	11,484,257			$	12,051,436
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income earned on Investments held in Trust Account			(3,256,067	)			(654	)
Excess fair value of private warrants over proceeds			-				3,059,200
Transaction costs allocable to derivative warrant liabilities			25,112				836,603
Change in fair value of derivative warrant liabilities			(10,306,800	)			(16,234,800	)
Change in fair value of overallotment liability			-				(94,929	)
Deferred tax liability			153,453				-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			26,967				(395,350	)
Other assets			355,015				(355,015	)
Accounts payable and accrued expenses			(673,532	)			1,091,191
Income taxes payable			452,773				-
Net Cash Used In Operating Activities			(1,738,822	)			(42,318	)
Cash Flows From Investing Activities:
Cash deposited into Trust Account			(22,837,500	)			(203,000,000	)
Interest released from Trust Account for tax payments			132,384				-
Net Cash Used In Investing Activities			(22,705,116	)			(203,000,000	)
Cash Flows From Financing Activities:
Proceeds from sale of Units in exercise of underwriter over-allotment option, net of underwriting fee			22,050,000				196,000,000
Proceeds from sale of Private Placement Warrants			787,500				9,560,000
Proceeds from note payable			-				300,000
Repayment of note payable			-				(300,000	)
Proceeds from issuance of Class B common stock to Sponsor			-				25,000
Payment of offering costs			(11,768	)			(619,361	)
Net Cash Provided By Financing Activities			22,825,732				204,965,639
Net change in cash			(1,618,206	)			1,923,321
Cash at beginning of period			1,923,321				-
Cash at end of period		$	305,115			$	1,923,321
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in accrued offering costs		$	399,000			$	410,768
Deferred underwriters’ commissions		$	787,500			$	7,000,000
Initial classification of fair value of Public and Private warrants		$	937,125			$	13,200,000
Initial classification of common stock subject to redemption		$	22,837,500			$	175,185,714
Remeasurement of Class A common stock to redemption value		$	3,658,571			$	27,789,861
Fair value of overallotment liability		$	-			$	420,760