JENA ACQUISITION Corp II
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
JENA$10.46+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057707
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-090044
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 54 current paragraphs.
40 unchanged; 10 reworded; 3 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
For the three months ended June 30, 2025, we had a net loss of $6,236,808, which consists of formation, general, and administrative costs of $98,348, advisory fee expense of $6,900,000, offset by dividend and interest earned on investments held in the Trust Account of $761,540.
Current report
Liquidity, Capital Resources, and Going Concern
Current report
Our mandatory liquidation in the event we do not complete a Business Combination within the Combination Period raises substantial doubt about our ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements. Our Management plans to address this uncertainty by completing a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently May 30, 2027, there will be a mandatory liquidation and subsequent dissolution of us, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the Combination Period. We intend to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that we will be able to consummate any Business Combination by the end of Combination Period.
Removed paragraphs (3)
Previous report
Liquidity and Capital Resources
Previous report
PIPE Agent Fee
Previous report
On March 11, 2026, The Company advised Santander together with Kobre Capital LLC (“Kobre Capital”) that it intends to raise capital in connection with the Company’s proposed initial Business Combination with a Target. The Company engaged Santander to act as Agent and Kobre Capital to act as its co-exclusive placement Agent in connection with the proposed Private Placement of equity or other securities of the Company (including equity-linked or debt) (the “PIPE Securities”), the proceeds of which will be used to fund the business of the combined consolidated company resulting from the Transaction (the “Combined Entity”). As compensation for the Agent’s services as placement agents, the Company agrees to pay the Santander and Kobre Capital a placement fee equal to 2.150% and 0.850%, respectively, of the gross proceeds received from PIPE Purchasers in the Private Placement in connection with the Transaction (excluding any Excluded Investors). Any placement fee shall be deemed earned upon the closing with respect to each such PIPE purchaser of the purchase of PIPE Securities by such purchaser of PIPE Securities pursuant to the terms of the PIPE subscription agreements between the Company and any purchaser of PIPE Securities other than the Excluded Investors and such placement fees shall be paid in full at the closing of the Private Placement or, in the event of multiple fundings or drawings are contemplated in the PIPE subscription agreements, each closing of the Private Placement with respect to the amount funded or drawn at such closing with respect to such PIPE purchaser.
Reworded paragraphs (10)
Previous wording
On April 1, 2026, we received a written notice (the “Notice”) from the staff of NYSE Regulation of the NYSE indicating that we are not currently in compliance Section 802.01A of the NYSE Listed Company Manual which requires us to maintain a minimum of 300 public shareholders on a continuous basis. As permitted by the Listing Rule, we will, within 45 days from the receipt of the Notice, submit a business plan to the NYSE that demonstrates how we expect to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if the plan reasonably demonstrates our ability to regain compliance with the minimum listing standards. The Notice has no immediate impact on the listing or trading of the our securities.
Current wording
On April 1, 2026, we received a written notice (the “Notice”) from the staff of NYSE Regulation of the NYSE indicating that we are not currently in compliance with Section 802.01A of the NYSE Listed Company Manual which requires us to maintain a minimum of 300 public shareholders on a continuous basis. As permitted by the Listing Rule, we, within 45 days from the receipt of the Notice, submitted a business plan to the NYSE that sought to demonstrate how we expected to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE had 45 days to review and determine if the plan reasonably demonstrates our ability to regain compliance with the minimum listing standards. The Notice had no immediate impact on the listing or trading of our securities.
Previous 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.
Current wording
For the three months ended June 30, 2026, we had a net income of $1,881,172, which consists of dividend and interest earned on investments held in the Trust Account of $2,103,913, partially offset by formation, general, and administrative costs of $222,741. 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 March 31, 2025, we had a net loss of $33,081, which consists of formation, general, and administrative costs.
Current wording
For the period from February 24, 2025 (inception) through June 30, 2025, we had a net loss of $6,269,889, which consists of formation, general, and administrative costs of $131,429, advisory fee expense of $6,900,000, offset by dividend and interest earned on investments held in the Trust Account of $761,540.
Previous wording
As of March 31, 2026, we had $754,283 of cash and working capital of $303,921. For the three months ended March 31, 2026, net cash used in operating activities was $158,838. Net income of $1,096,230 was affected by dividend and interest earned on investments held in Trust Account of $2,079,536. Changes in operating assets and liabilities provided $824,468 of cash for operating activities, of which majority of the changes are due to increase in accrued expenses and deferred legal fee pertaining to the amounts incurred in professional fees, due diligence, and other merger and acquisition related expenses.
Current wording
As of June 30, 2026, we had $66,988 of cash and working capital of $210,395. For the six months ended June 30, 2026, net cash used in operating activities was $846,133. Net income of $2,977,402 was affected by dividend and interest earned on investments held in Trust Account of $4,183,449. Changes in operating assets and liabilities provided $359,914 of cash for operating activities, of which majority of the changes are due to increase in accrued expenses and deferred legal fee pertaining to the amounts incurred in professional fees, due diligence, and other merger and acquisition related expenses.
Previous 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.
Current wording
As of June 30, 2025, we had $1,185,540 cash and working capital deficit of $1,223,796. For the period from February 24, 2025 (inception) through June 30, 2025, cash used in operating activities was $347,618. Net loss of $6,269,889 was affected by dividend and interest earned on investments held in Trust Account of $761,540 and payment of general and administrative costs through promissory note – related party of $63,310. Changes in operating assets and liabilities provided $6,620,501 of cash for operating activities.
Previous 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.
Current wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $239,633,441 (including approximately $2,103,913 and $4,183,449 of dividend and interest earned for the three and six months ended June 30, 2026, respectively). 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 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.
Current wording
As of June 30, 2026, we had cash held outside of the Trust Account of approximately $66,988. 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
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” as of March 31, 2026, our Management has determined that we have access to funds from our Sponsor, and our Sponsor has the financial wherewithal to fund us, that are sufficient to fund our working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the accompanying unaudited condensed financial statements. We cannot provide any assurance that our plans to consummate an initial Business Combination will be successful.
Current wording
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” as of June 30, 2026, our Management has determined that we have access to funds from our Sponsor, and our Sponsor has the financial wherewithal to fund us, that are sufficient to fund our working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the accompanying unaudited condensed financial statements.
Previous wording
We do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Current wording
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not currently believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Previous 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.
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 and six months ended June 30, 2026, we incurred $7,500 and $15,000, respectively, in fees for these services, which amounts are included in accrued expenses in the condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”. For the three months ended June 30, 2025 and for the period from February 24, 2025 (inception) through June 30, 2025, there has been $2,742 accrued under this agreement under accrued expenses in the accompanying unaudited condensed balance sheets.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, we had a net income of $2,977,402, which consists of dividend and interest earned on investments held in the Trust Account of $4,183,449, partially offset by formation, general, and administrative costs of $1,206,047. The increase in general and administrative costs is due to professional fees, due diligence, and other merger and acquisition related expenses.