JENA ACQUISITION Corp II

Current report

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Current report

Unregistered Sales of Equity Securities

Current report

There were no sales of unregistered securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of an aggregate of 225,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $2,250,000. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Current report

Use of Proceeds

Current report

There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Report. However, on May 30, 2025, we consummated our Initial Public Offering of 23,000,000 Public Units , including 3,00,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share, and one Public Right, which grants the holder the right to receive one twentieth (1/20) of one Class A Ordinary Share upon consummation of an initial Business Combination.

Current report

The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000. Santander acted as sole book-running manager and as representative of the Underwriters. On May 30, 2025, simultaneously with the consummation of our Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 225,000 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, generating gross proceeds of $2,250,000.

Current report

Following the closing of our Initial Public Offering on May 30, 2025, a total of $230,000,000 of proceeds from the Initial Public Offering (which amount includes $6,900,000 of the Deferred Fee) was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

Current report

The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.

Current report

There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

Current report

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Current report

There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by the Report.

Current report

Item 3. Defaults Upon Senior Securities.

Current report

None.

Current report

Item 4. Mine Safety Disclosures.

Current report

Not applicable.

Previous report

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.

Previous report

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.

Previous report

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.