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 to a particular industry or sector for its business combination, 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 minimum 300 public shareholders requirement. 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.

For the three months ended June 30, 2026, the company had net income of $1.88 million, consisting of $2.10 million 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 $6.24 million, consisting of $98,348 in formation, general, and administrative costs, $6.9 million in advisory fees, offset by $761,540 in trust account interest income.

For the six months ended June 30, 2026, the company had net income of $2.98 million, consisting of $4.18 million in trust account interest income, partially offset by $1.21 million in formation, general, and administrative costs.

For the period from February 24, 2025 (inception) through June 30, 2025, the company had a net loss of $6.27 million, consisting of $131,429 in formation, general, and administrative costs, $6.9 million in advisory fees, offset by $761,540 in trust account interest income.

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.

As of June 30, 2025, the company had $1.19 million in cash and a working capital deficit of $1.22 million. For the period from February 24, 2025 (inception) through June 30, 2025, the company used $347,618 in net cash for operating activities.

As of June 30, 2026, the company had $239.63 million in marketable securities held in the trust account. The company intends to use substantially all of the funds in the trust account to complete its business combination.

The company’s mandatory liquidation in the event it does not complete a business combination within the 24-month combination period raises substantial doubt about its ability to continue as a going concern. However, the company’s management believes it has access to sufficient funds from its sponsor to fund its working capital needs until the consummation of a business combination or for at least one year from the date of the financial statements.

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 are entitled to a 3% deferred underwriting fee of $6.9 million, payable upon completion of the initial business combination.
• Advisory Fee: The company agreed to pay Santander an advisory fee of 3% of the IPO gross proceeds, or $6.9 million, 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.