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. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 as filed with the SEC on August 13, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial 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 have received a written notice from NYSE indicating that the Company is not currently in compliance with Section 802.01A of the NYSE Listed Company Manual which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis. If we cannot regain compliance, our securities will be subject to delisting and the liquidity and the trading price of our securities could be adversely affected.

On April 1, 2026, we received a written notice from NYSE indicating that the Company is not currently in compliance with Section 802.01A of the NYSE Listed Company Manual which requires the Company to maintain a minimum of 300 public shareholders on a continuous basis. On July 8, 2026, the Company was notified by NYSE that its business plan submission had been accepted. In accordance with NYSE rules, the Company will now have until October 1, 2027 to regain compliance with the continued listing standards. The Company’s securities will continue to be listed on NYSE during such time, subject to the Company’s compliance with other continued listing standards. The Company will also be subject to quarterly monitoring by the NYSE for compliance with the plan. If the Company fails to comply with the plan or does not meet the continued listing standards at the end of the cure period, it will be subject to the prompt initiation of NYSE suspension and delisting procedures.

If NYSE were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our NYSE suspension and delisting could have significant material adverse consequences, including:

In addition, if our securities are delisted from NYSE, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance costs.