Overview

Jena Acquisition Corp. II is a blank check company incorporated in the Cayman Islands on February 24, 2025 for the purpose of effecting a business combination. The company’s sponsor is Jena Acquisition Sponsor LLC II. Although Jena Acquisition Corp. II is not limited in its search for a target business to a particular industry or sector, it is focusing its search on identifying a prospective target business that can benefit from the business expertise of its co-founders, William P. Foley, II and Richard N. Massey.

Recent Developments

On April 1, 2026, Jena Acquisition Corp. II received a notice from the NYSE indicating that it was not in compliance with the exchange’s requirement to maintain a minimum of 300 public shareholders on a continuous basis. The company submitted a plan to the NYSE within 45 days to demonstrate how it expected to regain compliance within 18 months, which the NYSE was reviewing.

Results of Operations

Jena Acquisition Corp. II has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, the initial public offering (IPO), and identifying and evaluating potential acquisition targets. The company will not generate any operating revenues until after completing its initial business combination.

For the three months ended June 30, 2026, the company had net income of $1,881,172, consisting of $2,103,913 in dividend and interest income from the trust account, partially offset by $222,741 in formation, general, and administrative costs. For the three months ended June 30, 2025, the company had a net loss of $6,236,808, which included $6,900,000 in advisory fee expenses.

For the six months ended June 30, 2026, the company had net income of $2,977,402, consisting of $4,183,449 in trust account income, partially offset by $1,206,047 in formation, general, and administrative costs. For the period from inception on February 24, 2025 through June 30, 2025, the company had a net loss of $6,269,889, which included the $6,900,000 advisory fee.

Liquidity, Capital Resources, and Going Concern

Following the IPO and private placement, Jena Acquisition Corp. II had $230 million initially placed in the trust account. As of June 30, 2026, the company had $66,988 in cash and $210,395 in working capital. For the six months ended June 30, 2026, the company used $846,133 in net cash for operating activities.

The company’s mandatory liquidation if it does not complete a business combination by May 30, 2027 raises substantial doubt about its ability to continue as a going concern. Management plans to address this by completing a business combination before the deadline. However, there is no assurance the company will be able to do so.

The company has access to funds from its sponsor and the sponsor has the financial wherewithal to fund the company until a business combination or for at least one year from the date of the financial statements. If the company’s estimates of the costs to identify and evaluate a target business are lower than the actual amount needed, it may have insufficient funds prior to a business combination. The company may need to obtain additional financing to complete a business combination or if it is required to redeem a significant number of public shares.

Contractual Obligations

Jena Acquisition Corp. II has the following key contractual obligations:

• Administrative Services Agreement: The company reimburses its sponsor $2,500 per month for office space, utilities, and administrative support.
• Underwriting Agreement: The underwriters received a $250,000 cash underwriting discount and are entitled to a $6,900,000 deferred fee upon completion of the initial business combination.
• Advisory Fee: The company agreed to pay Santander an advisory fee of $6,900,000 upon closing of the initial business combination.
• Registration Rights Agreement: The holders of founder shares, private placement units, and any private placement-equivalent units issued for working capital loans have registration rights for their securities.

Critical Accounting Estimates and Standards

As of June 30, 2026, Jena Acquisition Corp. II did not have any critical accounting estimates to disclose. Management does not believe there are any recently issued accounting standards that would have a material effect on the company’s financial statements.