JENA ACQUISITION Corp II

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our registration statement on Form S-1 (No. 333-287198) (the “IPO Registration Statement”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We may seek to extend the business combination period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.

If we are unable to consummate our initial Business Combination on or before the end of business combination period, we may seek shareholder approval to extend the business combination period by amending our amended and restated memorandum and articles of association. In such event, our public shareholders will be provided the opportunity to have all or a portion of their shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain our Nasdaq listing.

Each public unit sold in our Initial Public Offering at an offering price of $10.00 per public unit consisted of one public share and one public right. Of the proceeds we received from the Initial Public Offering and the private placement, $230,000,000 was placed in our Trust Account. We will provide our public shareholders the opportunity to redeem all or a portion of their public shares in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect that the pro rata redemption price in any redemption will be approximately $10.03 per public share as of June 30, 2025 (before taxes payable, if any, and such amount, the “Redemption Price”), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances. As a result, public shareholders who own our public shares on a redemption date can anticipate receiving the Redemption Price in connection with a redemption for each public share that they choose to redeem.