Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales
of Equity Securities
On May 30, 2025, we consummated the Initial
Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount
of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of 230,000,000. Santander acted as sole book-running manager of the
Initial Public Offering. The securities in the offering were registered under the Securities Act on the IPO Registration Statement. The
Securities and Exchange Commission declared the registration statements effective on May 29, 2025.
Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 225,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private
placement to the Company’s sponsor, Jena Acquisition Sponsor LLC II, generating gross proceeds of $2,250,000. Each Private Placement
Unit consists of one Private Placement Share and one Private Placement Right to receive one twentieth (1/20) of a Class A ordinary
share upon the consummation of an initial Business Combination (“Private Placement Right”). The issuance was made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Rights are identical to
the rights underlying the Units sold in the Initial Public Offering, except that the Private Placement Rights are not transferable, assignable
or salable until after the completion of a Business Combination, subject to certain limited exceptions.
Use of Proceeds
On May 30, 2025, the underwriters exercised their
over-allotment option in full, resulting in the sale of an additional 3,000,000 Units for gross proceeds of $230,000,000. In connection
with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 225,000
Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $2,250,000. A total of $230,000,000 was deposited
into the Trust Account.
Of the gross proceeds received from the Initial
Public Offering, the exercise of the over-allotment option and the Private Placement Unit, an aggregate of $230,000,000 was placed in
the Trust Account.
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We paid a total of $7,688,532, consisting of
$250,000 of cash underwriting fee, $6,900,000 of deferred underwriting fee, and $538,532 of other offering costs and expenses related
to the Initial Public Offering.
For a description of the use of the proceeds
generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
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.
Purchases of Equity
Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
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