JENA ACQUISITION Corp II

Previous wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.

Current wording

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on identifying a prospective target business that can benefit from our Co-Founders’ William P. Foley, II’s and Richard N. Massey’s historical areas of business expertise. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

Previous wording

Following the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

Current wording

Following the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

Previous wording

We have until May 30, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Current wording

We have until May 30, 2027 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Previous wording

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on NYSE. In addition, the NYSE Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the NYSE Three Year Requirement. If we do not meet the NYSE Three Year Requirement, our securities will likely be subject to a suspension of trading and delisting from NYSE.

Current wording

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on NYSE. In addition, the NYSE Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the NYSE Three Year Requirement. If we do not meet the NYSE Three Year Requirement, our securities will likely be subject to suspension of trading and delisting from NYSE. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Previous wording

For the three months ended September 30, 2025, we had a net income of $2,286,119, which consists of dividend and interest earned on investments held in the Trust Account of $2,418,248, offset by formation, general, and administrative costs of $132,129.

Current wording

For the three months ended March 31, 2026, we had a net income of $1,096,230, which consists dividend and interest earned on investments held in the Trust Account of $2,079,536, partially offset by formation, general, and administrative costs of $983,306. The increase in general and administrative costs is due to professional fees, due diligence, and other merger and acquisition related expenses.

Previous wording

For the period from February 24, 2025 (inception) through September 30, 2025, we had a net loss of $3,983,770, which consists of formation, general, and administrative costs of $263,558, and advisory fee expense of $6,900,000, offset by dividend and interest earned on investments held in the Trust Account of $3,179,788.

Current wording

For the period from February 24, 2025 (inception) through March 31, 2025, we had a net loss of $33,081, which consists of formation, general, and administrative costs.

Previous wording

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was initially placed in the Trust Account. We incurred fees of $7,688,532, consisting of $250,000 of cash underwriting fee, $6,900,000 of Deferred Fee, and $538,532of other offering costs.

Current wording

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was initially placed in the Trust Account. We incurred total fees of $7,688,532, consisting of $250,000 of cash underwriting fee, $6,900,000 of Deferred Fee, and $538,532 of other offering costs.

Previous wording

For the period from February 24, 2025 (inception) through September 30, 2025, cash used in operating activities was $406,562. Net loss of $3,983,770 was affected by dividend and interest earned on investments held in Trust Account of $3,179,788 and payment of general and administrative costs through the IPO Promissory Note of $63,310. Changes in operating assets and liabilities provided $6,693,686 of cash for operating activities.

Current wording

As of March 31, 2025, we had no cash and working capital deficit of $59,049. For the period from February 24, 2025 (inception) through March 31, 2026, net cash used in operating activities was $0. Net loss of $33,081 was affected by payment of formation, general, and administrative costs through the IPO Promissory Note of $10,560. Changes in operating assets and liabilities provided $22,521 of cash for operating activities.

Previous wording

As of September 30, 2025, we had investments held in the Trust Account of $233,179,788 (including approximately $3,179,788 of dividend and interest earned) consisting of investments in money market funds. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which intertest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of March 31, 2026, we had marketable securities held in the Trust Account of $237,529,528 (including approximately $2,079,536 of dividend and interest earned for the three months ended March 31, 2026). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee and Advisory Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of September 30, 2025, we had cash held outside of the Trust Account of $1,101,596. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of March 31, 2026, we had cash held outside of the Trust Account of approximately $754,283. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note. Such loans and advances were non-interest bearing and payable upon completion of our Initial Public Offering. The loan of $223,877 was fully repaid upon the consummation of our Initial Public Offering on May 30, 2025. No additional borrowing is available under the IPO Promissory Note.

Current wording

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $223,877 was fully repaid upon the consummation of our Initial Public Offering on May 30, 2025. No additional borrowing is available under the IPO Promissory Note.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2025, we did not have any borrowings under any Working Capital Loans.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Previous wording

Commencing on May 28, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor or an affiliate $2,500 per month for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services pursuant to the Administrative Services Agreement. As of September 30, 2025, we have incurred $10,242 in fees for these services, of which such amount is included in accrued expenses in the accompanying unaudited condensed balance sheet of the financial statements included in this Report under Item 1. “Financial Statements”.

Current wording

Commencing on May 30, 2025 and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $2,500 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three months ended March 31, 2026 and for the period from February 24, 2025 (inception) through March 31, 2025, we incurred $7,500 and $0, in fees for these services, respectively.

Previous wording

The underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On May 30, 2025, the Underwriters fully exercised the Over-Allotment Option, closing on the 3,000,000 Option Units simultaneously with the Initial Public Offering.

Current wording

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On May 30, 2025, the Underwriters fully exercised the Over-Allotment Option, closing on the 3,000,000 Option Units simultaneously with the Initial Public Offering.

Previous wording

In addition to the Underwriting Agreement, the Company entered into an agreement with Santander, in which Santander is entitled to an advisory fee equal to 3.0% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination. As of September 30, 2025, $6,900,000 has been recorded as advisory fee payable upon the closing of an initial Business Combination.

Current wording

In addition to the Underwriting Agreement, the Company entered into an agreement with Santander, in which Santander is entitled to an advisory fee equal to 3.0% of the gross proceeds raised in the Initial Public Offering which equates to $6,900,000 in the aggregate following the full exercise of the Over-Allotment Option, upon and subject to the closing of the initial Business Combination.

Previous wording

Management does not believe that there are any other recently issued, but not effective, accounting standards, which if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.

Current wording

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.