Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the quarterly period ended June 30, 2025,
none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any
“Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)
of Regulation S-K.
Additional Information
None
25
Item 6. Exhibits
The following exhibits are filed as part of,
or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
1.1
Underwriting Agreement, dated May 28, 2025, by and between the Company and Santander US Capital Markets LLC, as the sole underwriter. (1)
3.1
Amended and Restated Memorandum and Articles of Association of the Company. (1)
4.1
Rights Agreement, dated May 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (1)
10.1
Investment Management Trust Agreement, May 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.2
Registration Rights Agreement, dated May 28, 2025, by and among the Company and certain security holders. (1)
10.3
Private Placement Units Purchase Agreement, dated May 28, 2025, by and between the Company and the Sponsor. (1)
10.4
Letter Agreement, dated May 28, 2025, by and among the Company, its officers, directors, and the Sponsor. (1)
10.5
Form of Indemnity Agreement. (1)
10.6
Administrative Services Agreement, dated May 28, 2025, between the Company and the Sponsor. (1)
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
*
Furnished
herewith.
(1)
Previously filed as an
exhibit to our Current Report on Form 8-K filed on May 30, 2025 and incorporated by reference herein.
26
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
JENA
ACQUISITION CORPORATION II
Date:
August 13, 2025
By:
/s/
Richard N. Massey
Name:
Richard
N. Massey
Title:
Chief
Executive Officer and Director
(principal
executive officer)
Date:
August 13, 2025
By:
/s/
Amanda G. Sturgeon
Name:
Amanada
G. Sturgeon
Title:
Chief
Financial Officer and Treasurer
(principal
accounting officer)
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.