JENA ACQUISITION Corp II 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 38 Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 39 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position William P. Foley, II 80 Co-Founder, Chairman and Director Richard N. Massey 69 Co-Founder, Chief Executive Officer and Director Amanda G. Sturgeon 37 Chief Financial Officer and Treasurer Michael L. Gravelle 64 General Counsel and Corporate Secretary Dabbs Cavin 60 Director Dexter Fowler 39 Director Tim Hsia 42 Director The experience of our directors and executive officers is as follows: William P. Foley, II. is our Co-Founder, Chairman and serves as a director. Mr. Foley is a founder of Fidelity National Financial, Inc. (“FNF”) and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has served as Vice Chairman of Cannae Holdings, Inc. (“Cannae”) since May 2025, and served as Chairman, Chief Executive Officer and Chief Investment Officer of Cannae from February 2024 to May 2025, and he served as Chairman of Cannae from July 2017 to February 2024. Mr. Foley also served as non-executive Chairman of the board of directors of Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet”) fromFebruary 2019 to February 2022 and as Executive Chairman from February 2022 to August 2025. Mr. Foley has served as Executive Chairman of F&G since November 2022. Mr. Foley has served as a director of Alight Inc. since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corporation (“FTAC”) from May 2020 until April 2021. Mr. Foley served as a director of System1 from January 2022 to March 2023. From January 2014 to June 2021, Mr. Foley served as Chairman of the Board of Black Knight and its predecessors. He served as non-executive Chairman of the board of directors of Paysafe Limited and its predecessor, Foley Trasimene Acquisition Corp. II (“FTAC II)), from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, as a director of Ceridian HCM Holding, Inc. (now known as Dayforce, Inc.) and as Vice Chairman of FIS. Mr. Foley formerly served on the boards of Austerlitz Acquisition Corporation I and Austerlitz Acquisition Corporation II and Trebia Acquisition Corp., which were blank check companies, but resigned from those boards in April 2021. Mr. Foley formerly served as Chairman of Foley Wines Ltd., a New Zealand company, until March 2023, and thereafter rejoined the board as a director in January 2025. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington. Mr. Foley serves on the boards of various foundations and charitable organizations. We believe that Mr. Foley’s qualifications to serve on our Board include more than 35 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, his strategic vision, his experience as a Board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating and implementing mergers and acquisitions. Mr. Foley provides high-value added services to our Board and has sufficient time to focus on the company. Richard N. Massey . Mr. Massey is our Co-Founder, our Chief Executive Officer and a director. He previously served as Chief Executive Officer of Cannae Holdings until February 2024. From March 2020 to July 2021, Mr. Massey served as Chief Executive Officer and a Director of Foley Trasimene I, and from January 2021 to December 2022 served as Chief Executive Officer and a Director of Austerlitz I and Austerlitz II, and previously served as Chief Executive Officer and as a director of Foley Trasimene II from July 2020 until March 2021. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution, and the parent company of Bear State Bank, from 2011 until April 2018. Mr. Massey previously served on Cannae Holdings’ board of directors from June 2018 until June 2024, on Black Knight’s board of directors from December 2014 until July 2020, as a director of FNF from February 2006 until January 2021 and as a director of Dun & Bradstreet from February 2019 t2025.st 2025. Mr. Massey currently serves as a director of Alight. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation until its sale to Verizon and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS and FGL Holdings. 40 We believe that Mr. Massey’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our board of directors.. Amanda G. Sturgeon . Ms. Sturgeon serves as our Chief Financial Officer and Treasurer. Since March 2024, Ms. Sturgeon has served as Chief Financial Officer of Foley Entertainment Group, a management company of a portfolio of boutique luxury hotels and hospitality centers, as well as its affiliate hotel properties since March 2024; MAP Assetco, LLC, HC Assetco, LLC, BWI Venture, LLC, Hotel Les Mars, LLC and FHI Assetco. She has also served as Director of Accounting for Rock Creek Cattle Company, a 30,000-acre working cattle ranch and private golf club in Montana since October 2022, as well as Chief Financial Officer of Foley Family Farms, a portfolio of 5,000 acres of vineyards located on California, Oregon and Washington, since June 2019. Prior to joining Foley Family Farms, Ms. Sturgeon served as Accounting Manager for Foley Family Wines from November 2018 to June 2019. Prior to joining Foley Family Wines, Ms. Sturgeon began her career at Deloitte Tax in Orange County, CA. She received a Bachelor of Science degree in business administration from Biola University, and a Master of Science in Taxation from California State University, Fullerton. Michael L. Gravelle. Mr. Gravelle has served as our General Counsel and Corporate Secretary since February 2025. Mr. Gravelle has served as the Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010. He has served as Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993. Mr. Gravelle has also served as Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017 and as Executive Vice President , General Counsel and Corporate Secretary of F & G Annuities and Life, Inc. since May 2024. Mr. Gravelle previously served as Executive Vice President and General Counsel of Black Knight and its predecessors from January 2014 until December 2023, where he also served as Corporate Secretary from January 2014 until May 2018. He previously served as General Counsel and Corporate Secretary of Austerlitz I and Austerlitz II from January 2021 through December 2022, of Foley Trasimene Acquisition Corporation II from July 2020 through March 2021, and of Foley Trasimene Acquisition Corporation I from March 2020 to July 2021. W. Dabbs Cavin has served as one of our directors since May 29, 2025. Mr. Cavin is the Chief Executive Officer of Mountaire Corporation which is the fourth largest vertically integrated poultry company in the United States. Mr. Cavin previously served in a variety of positions with Mountaire including serving as Chief Financial Officer for the Company from 2013 to 2018. Mr. Cavin has served on Mountaire’s board of directors since 2012. Mr. Cavin also served as Chief Executive Officer of Bear State Financial from 2011 to 2013 and served as Vice Chairman of Bear State Financial until its sale in 2018. Mr. Cavin has significant experience in commercial banking having served in a variety of executive positions during his 20+ year banking career. Mr. Cavin is a graduate of the University of Arkansas with a degree in Finance and Banking and he also received his Juris Doctor from the University of Arkansas at Little Rock School of Law. We believe Mr. Cavin is qualified to be a member of our board of directors because of his financial experience and experience in serving public and private company boards of directors. Dexter Fowler has served as one of our directors since May 29, 2025. Mr. Fowler has served as a member of the System 1, Inc. Board of Directors from January 2022 to April 2025. Mr. Fowler was an American professional baseball outfielder who played in 14 Major League Baseball (MLB) seasons, most recently with the Los Angeles Angels, before retiring in 2023. Prior to the Angels, Mr. Fowler played for the St. Louis Cardinals from April 2017 to October 2020, for the Chicago Cubs from April 2015 to October 2016 and before that for the Houston Astros from April 2014 to October 2014. Mr. Fowler began his MLB career with the Colorado Rockies in 2004. Mr. Fowler also represented the United States in the 2008 Summer Olympics, as a member of the United States national baseball team. Mr. Fowler also served on the board of directors of Austerliz Acquisition Corporation I, a publicly traded special purpose acquisition company, from January 2021 through December 2022. 41 We believe Mr. Fowler is qualified to be a member of our Board of Directors because of his professional experience and experience in serving public company boards of directors. Tim Hsia has served as one of our directors since May 29, 2025. Mr. Hsia is the Founder and Managing Partner of Context Ventures, a venture fund that invests at the preseed stage and primarily invests in backing military veteran founders. He is also the Founder of Media Mobilize, an integrated ad network, marketing agency, and media company. Tim’s investments include Workflow (acquired by Apple), Morning Brew (acquired by Business Insider), The Hustle (acquired by HubSpot), Proterra (SPAC), Lime (scooter), Beehiiv, and Secureframe. Mr. Hsia is a distinguished honor graduate of West Point and was commissioned as an infantry officer in the US Army. Mr. Hsia deployed twice to Iraq: he served as an infantry platoon leader in combat with 1-24 Infantry, 1st Brigade, 25th Infantry Division in Mosul, Iraq. As an executive officer with 3rd Squadron, 2nd Stryker Cavalry Regiment (3/2 SCR) he helped the unit move from Ft. Lewis, WA to Vilseck, Germany. He then served as a logistics officer for 3/2 SCR during its fourteen month deployment in support of the surge in Iraq and earned a Bronze Star. After leaving active duty in 2010, Mr. Hsia earned both a JD and MBA from Stanford University (2014). While at Stanford, he taught ROTC cadets at Stanford and Santa Clara University. Tim is a board member at Service to School (co-founder) and the Marine’s Memorial. He has published articles and opinion pieces in the Infantry Magazine, Small Wars Journal, the Los Angeles Times, and The New York Times . We believe Mr. Hsia is qualified to be a member of our Board of Directors because of his professional experience and experience in serving on company boards of directors. Family Relationships No family relationships exist between any of our directors or executive officers. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, which consists of Mr. Hsia will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Mr. Fowler and Mr. Cavin will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Foley and Mr. Massey, will expire at the third annual general meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. 42 Audit Committee Our Board of Directors has established the Audit Committee. Dabbs Cavin, Dexter Fowler and Tim Hsia serve as the members of our Audit Committee. Under the NYSE listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Dabbs Cavin, Dexter Fowler and Tim Hsia are each independent. Dabbs Cavin serves as the chair of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors has determined that Mr. Cavin qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and · advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and · implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. 43 Compensation Committee Our Board of Directors has established a Compensation Committee of our Board of Directors. The members of our Compensation Committee are Dabbs Cavin, Dexter Fowler and Tim Hsia. Mr. Hsia serves as chair of the Compensation Committee. Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Dabbs Cavin, Dexter Fowler and Tim Hsia are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our c Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and · advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. Nominating and Corporate Governance Committee The members of our Corporate Governance And Nominating Committee are Dabbs Cavin, Dexter Fowler and Tim Hsia. Mr. Fowler serves as chairman of the Corporate Governance And Nominating Committee. We have adopted a Nominating And Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating And Corporate Governance Committee, including: ● Identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. 44 The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the NYSE Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14. Trading Policies On May 5, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE Rules. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our Ordinary Shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act, except as set forth below: During the fiscal year ended December 31, 2025, Timothy Hsia Kang, a member of our Board of Directors, failed to timely file one Form 3. 45 Item 11. Executive Compensation. None of our executive officers or directors have received any cash compensation for services rendered to us. Separate from their service as directors, our Sponsor offered to our directors prior to the closing of the Initial Public Offering the opportunity to invest in the Sponsor alongside other investors, and all independent directors have elected to purchase membership interests in the Sponsor. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account: ● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of loans which may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such shares would be identical to the private placement shares. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Commencing on the date that our securities first listed on NYSE through the earlier of consummation of our initial Business Combination and our liquidation, we are reimbursing our Sponsor for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services provided to us in an amount fixed at $2,500 per month. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, directors or officers, or our or their affiliates. After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Recovery and Clawback Policy On May 5, 2026, our Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the NYSE Rules, as set forth in Section 303A.14 of the NYSE Listed Company Manual. At no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97. 46 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 27, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 28,975,000 shares of our Ordinary Shares, consisting of (i) 23,225,000 Class A Ordinary Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 27, 2026. On all matters to be voted upon, except for (x) the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Rights as these Private Placement Rights are not exercisable within 60 days of the date of this Report. Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned(2) Approximate Percentage of Class of Total Outstanding Ordinary Shares Jena Acquisition Sponsor LLC II (3)(4) 225,000 * 5,720,000 99.5 % 25.60 % William P. Foley, II (3) 225,000 * 5,720,000 99.5 % 25.60 % Richard N. Massey (4) — * — — — Dabbs Cavin (5) — — 10,000 * * Dexter Fowler (5) — — 10,000 * * Tim Hsia (5) — — 10,000 * * Michael L. Gravelle — — — — — Amanada G. Sturgeon — — — — — All officers and directors as a group (7 persons) 225,000 * 5,750,000 100.0 % 100.0 % Other 5% Shareholders Linden Parties (6) 1,479,234 6.47 % — — 5.12 % * less than 1% (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Jena Acquisition Corporation II, 1701 Village Center Circle, Las Vegas, Nevada 89134. (2) Interests shown consist of Founder Shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares in connection with the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. 47 (3) Bilcar Limited Partnership, a Florida limited partnership, is the managing member and owner of 54% of the membership interests of our Sponsor, Jena Acquisition Sponsor LLC II. The general partner of Bilcar Limited Partnership is Bogner Regis Inc., a Florida corporation, has sole voting and dispositive power over the Founder Shares owned by our Sponsor. The general partner of Bilcar Limited Partnership is Bogner Regis Inc., a Florida corporation. Mr. William P. Foley, II is the sole shareholder of Bogner Regis Inc., and he and his wife are the only limited partners of Bilcar Limited Partnership, and therefore may be deemed to beneficially own 5,750,000 Founder Shares, classified as Class B Ordinary Shares, and ultimately exercises voting and dispositive power over the Founder Shares held by Jena Acquisition Sponsor LLC II. Mr. Foley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. (4) DogTown Limited Partnership, an Arkansas limited partnership, owns 36% of the membership interest of our Sponsor. The sole general partner of DogTown Limited Partnership is Mr. Richard N. Massey, and the limited partners of DogTown Limited Partnership are Mr. Massey and his immediate family. Accordingly, Mr. Massey may be deemed to beneficially own 36% of the Founder Shares. Mr. Massey disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. (5) Interests shown consist of 10,000 Founder Shares, classified as Class B Ordinary Shares, granted to each independent director. Such Founder Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment. (6) According to a Schedule 13G/A filed with the SEC on November 12, 2025 by (i) Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”), (iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”) and (v) Siu Min (Joe) Wong (“Mr. Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”). The Public Shares reported therein are held for the account of Linden Capital. Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Public Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Public Shares held by Linden Capital. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On February 27, 2025, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 Founder Shares. Our Sponsor transferred 10,000 Founder Shares to each of our independent directors for their service at their original per share purchase price. Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of an aggregate of 225,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit generating gross proceeds to us of $ 22,500,000. Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account. 48 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. Commencing on May 30, 2025, we pay an amount equal to $2,500 per month to our Sponsor for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2025, we have incurred $17,742 in fees for these services. We expect to fund our working capital requirements prior to the time of our initial Business Combination with net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. As of December 31, 2025, we did not have any borrowings under any Working Capital Loans. We have until the Combination Date or until such earlier liquidation date as our board of directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such time period and we wish to further extend the date by which we must consummate our initial Business Combination, we will seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination, and holders of Public Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Such amendment to our Amended and Restated Articles may include limitations on the duration of the extension, the number of possible extensions, requirements for additional payments to the trust in connection with an extension, and other potential terms for consideration by our shareholders. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of working capital loans prior to our initial Business Combination will be made using net proceeds of the Initial Public Offering and the sale of the Private Placement Units not held in the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Director Independence NYSE Rules required that a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of W. Dabbs Cavin, Dexter Fowler and Tim Hsia are “independent directors” as defined in the NYSE Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. 49 Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to WithumSmith+Brown, PC for services rendered. Audit Fees Audit fees consist of the aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for period from February 24, 2025 (inception through December 31, 2025 totaled $97,911. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees the period from February 24, 2025 (inception through December 31, 2025. Tax Fees Tax fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for period from February 24, 2025 (inception) through December 31, 2025. All Other Fees All other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for the period from February 24, 2025 (inception) through December 31, 2025. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 50 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from February 24, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from February 24, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from February 24, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 51 JENA ACQUISITION CORPORATION II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the period from February 24, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from February 24, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from February 24, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Jena Acquisition Corporation II: Opinion on the Financial Statements We have audited the accompanying balance sheet of Jena Acquisition Corporation II (the "Company") as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from February 24, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from February 24, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audits provide a reasonable basis for our opinion. We have served as the Company's auditor since 2025. /s/ WithumSmith+Brown, PC New York , New York March 27, 2026 PCAOB ID Number 100 F- 2 JENA ACQUISITION CORPORATION II BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash $ 913,121 Prepaid expenses 151,949 Total current assets 1,065,070 Prepaid insurance, non-current 59,657 Investments held in Trust Account 235,449,992 Total Assets $ 236,574,719 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Liabilities Current liabilities Accrued expenses $ 25,026 Total current liabilities 25,026 Advisory fee payable 6,900,000 Deferred Fee 6,900,000 Total Liabilities 13,825,026 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.24 per share 235,449,992 Shareholders’ Deficit Preference shares, $ 0.0001 par value per share; 5,000,000 shares authorized; none issued or outstanding — Class A Ordinary Shares, $ 0.0001 par value per share; 500,000,000 shares authorized; 225,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) 23 Class B Ordinary Shares, $ 0.0001 par value per share; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding 575 Additional paid-in capital — Accumulated deficit ( 12,700,897 ) Total Shareholders’ Deficit ( 12,700,299 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 236,574,719 The accompanying notes are an integral part of the financial statements. F- 3 JENA ACQUISITION CORPORATION II STATEMENT OF OPERATIONS FOR THE PERIOD FROM FEBRUARY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Formation, general, and administrative costs $ 386,767 Advisory fee expense 6,900,000 Loss from operations ( 7,286,767 ) Other income: Dividend and interest earned on investments held in Trust Account 5,449,992 Net loss $ ( 1,836,775 ) Weighted average shares outstanding, Class A Ordinary Shares 16,107,661 Basic net loss per share, Class A Ordinary Shares $ ( 0.08 ) Weighted average shares outstanding, Class A Ordinary Shares 16,107,661 Diluted net loss per share, Class A Ordinary Shares $ ( 0.08 ) Weighted average shares outstanding, Class B Ordinary Shares 5,520,161 Basic net loss per share, Class B Ordinary Shares $ ( 0.08 ) Weighted average shares outstanding, Class B Ordinary Shares 5,662,903 Dilutednet loss per share, Class B Ordinary Shares $ ( 0.08 ) The accompanying notes are an integral part of the financial statements. F- 4 JENA ACQUISITION CORPORATION II STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM FEBRUARY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — February 24, 2025 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B Ordinary Shares — — 5,750,000 575 24,425 — 25,000 Sale of 225,000 Private Placement Units 225,000 23 — — 2,249,977 — 2,250,000 Fair value of Public Rights included in Public Units — — — — 1,840,000 — 1,840,000 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 66,684 ) — ( 66,684 ) Accretion of Class A Ordinary Shares to redemption amount — — — — ( 4,047,718 ) ( 10,864,122 ) ( 14,911,840 ) Net loss — — — — — ( 1,836,775 ) ( 1,836,775 ) Balance – December 31, 2025 225,000 $ 23 5,750,000 $ 575 $ — $ ( 12,700,897 ) $ ( 12,700,299 ) The accompanying notes are an integral part of the financial statements. F- 5 JENA ACQUISITION CORPORATION II STATEMENT OF CASH FLOWS FOR THE PERIOD FROM FEBRUARY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 1,836,775 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of formation, general, and administrative costs through IPO Promissory Note 63,310 Dividend and interest earned on investments held in Trust Account ( 5,449,992 ) Changes in operating assets and liabilities: Prepaid expenses ( 151,949 ) Prepaid insurance, non-current ( 59,657 ) Accrued expenses 25,026 Advisory fee payable 6,900,000 Net cash used in operating activities ( 510,037 ) Cash Flows from Investing Activities: Purchase of investments held in Trust Account ( 230,000,000 ) Net cash used in investing activities ( 230,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 229,750,000 Proceeds from sale of Private Placement Units 2,250,000 Repayment of IPO Promissory Note - related party ( 223,877 ) Payment of offering costs ( 352,965 ) Net cash provided by financing activities 231,423,158 Net Change in Cash 913,121 Cash – Beginning of period — Cash – End of period $ 913,121 Non-Cash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 25,000 Deferred offering costs paid through IPO Promissory Note $ 150,567 Deferred offering costs applied against prepaid expenses contributed by Sponsor through IPO Promissory Note $ 10,000 Deferred Fee payable $ 6,900,000 The accompanying notes are an integral part of the financial statements. F- 6 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES Jena Acquisition Corporation II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 24, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from February 24, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of dividend and interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Jena Acquisition Sponsor LLC II (the “Sponsor”). The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 12, 2025, as amended (File No. 333-287198), was declared effective on May 28, 2025 (the “IPO Registration Statement”). On May 30, 2025, the Company consummated the initial public offering of 23,000,000 units (the “Public Units”, which includes the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 Public Units (the “Option Units”), at $ 10.00 per Public Unit, generating gross proceeds of 230,000,000 (the “Initial Public Offering”). Each Public Unit consists of one Class A Ordinary Share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and, with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one twentieth (1/20) of one Class A Ordinary Share upon the consummation of an initial Business Combination (each, a “Public Right”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 225,000 units (the “Private Placement Units”, and together with the Public Units, the “Units”) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $ 2,250,000 (the “Private Placement”). Each Private Placement Unit consists of one Class A Ordinary Share (each, a “Private Placement Share”) and one right to receive one twentieth (1/20) of one Class A Ordinary Share upon the consummation of an initial Business Combination (each, a “Private Placement Right”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 7,688,532 , consisting of $ 250,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $ 6,900,000 , and $ 538,532 of other offering costs. The Company’s management (the “Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee). The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (net of amounts disbursed to Management for working capital purposes, if permitted, and excluding the amount of any Deferred Fee held and taxes payable, if any, on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. The Company’s board of directors (the “Board”) will make the determination as to the fair market value of the initial Business Combination. If the Board is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. There is no assurance that the Company will be able to successfully effect a Business Combination. F- 7 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Following the closing of the Initial Public Offering, on May 30, 2025, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units was placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee. The funds in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 (as amended, the “Investment Company Act”), which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Management’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by May 30, 2027 (24 months from the closing of the Initial Public Offering) or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended and Restated Articles (as currently in effect, the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share. The Ordinary Shares (as defined in Note 2) subject to possible redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will 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 (less taxes payable, if any, and up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F- 8 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor, and the Company’s officers and directors have entered into a letter agreement with the Company, dated May 28, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the several underwriters of the Initial Public Offering (the “Underwriters”) against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor will be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2025, the Company had $ 913,121 of cash and working capital of $ 1,040,044 . In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” as of December 31, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of the accompanying financial statements. The Company cannot provide any assurance that its plans to consummate an Initial Business Combination will be successful. The Company does not believe that it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s 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, the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. F- 9 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 913,121 in cash and no cash equivalents as of December 31, 2025. Investments Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 235,449,992 , were held in money market funds. F- 10 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs – SEC Materials” and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Rights were charged to shareholders’ deficit. After Management’s evaluation, the Rights were accounted for under equity treatment. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Rights The Company accounted for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with FASB ASC Topic 480 and FASB ASC Topic 815. F- 11 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Share-Based Payment Arrangements The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation”, which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Rights ( 1,840,000 ) Public Shares issuance costs ( 7,621,848 ) Plus: Remeasurement of carrying value to redemption value 14,911,840 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 235,449,992 Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net loss per Ordinary Share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from loss per Ordinary Share as the redemption value approximates fair value. The accompanying statement of operations includes a presentation of loss per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per Ordinary Share, basic and diluted, for Class A Ordinary Shares is calculated by dividing the dividend and interest earned on the Trust Account by the weighted average number of Class A Ordinary Shares outstanding since original issuance. Net loss per share, basic and diluted, for the Class A Ordinary Shares and the Class B Ordinary Shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) is calculated by dividing the net loss, adjusted for income attributable to Class A Ordinary Shares, by the weighted average number of Class A Ordinary Shares and Class B Ordinary Shares outstanding for the period. Class A Ordinary Shares and Class B Ordinary Shares include the Founder Shares, as these Class B Ordinary Shares do not have any redemption features and do not participate in the income earned on the Trust Account. F- 12 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The following table reflects the calculation of basic and diluted net loss per Ordinary Share: For the Period from February 24, 2025 (Inception) Through December 31, 2025 Class A Class B Ordinary Shares Ordinary Shares Basic net loss per Ordinary Share Numerator: Allocation of net loss $ ( 1,367,967 ) $ ( 468,808 ) Denominator: Basic weighted average Ordinary Shares outstanding 16,107,661 5,520,161 Basic net loss per Ordinary Share $ ( 0.08 ) $ ( 0.08 ) For the Period from February 24, 2025 (Inception) Through December 31, 2025 Class A Class B Ordinary Shares Ordinary Shares Diluted net loss per Ordinary Share Numerator: Allocation of net loss $ ( 1,358,998 ) $ ( 477,777 ) Denominator: Diluted weighted average Ordinary Shares outstanding 16,107,661 5,662,903 Diluted net loss per Ordinary Share $ ( 0.08 ) $ ( 0.08 ) Recent Accounting Pronouncements In November 2023, the FASB issued ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in FASB ASC Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on February 24, 2025, date of incorporation. 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 financial statements and notes thereto included in this Report under Item 1. “Financial Statements”. F- 13 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 3 — INITIAL PUBLIC OFFERING In the Initial Public Offering, the Company sold 23,000,000 Public Units, which includes the full exercise of the Over-Allotment Option in the amount of 3,000,000 Option Units, at a purchase price of $ 10.00 per Public Unit, generating gross proceeds of 230,000,000 . Each Public Unit consists of one Public Share and one Public Right, which grants the holder the right to receive one twentieth (1/20) of one Class A Ordinary Share upon the consummation of an initial Business Combination. NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 225,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, in the Private Placement, generating gross proceeds of $ 2,250,000 . Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right, which grants the holder the right to receive one twentieth (1/20) of one Class A Ordinary Share upon the consummation of an initial Business Combination. If the initial Business Combination is not completed within the Combination Period, the net proceeds from the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On February 27, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s offering costs and expenses, for which the Company issued 5,750,000 Class B Ordinary Shares to the Sponsor (such shares, the “Founder Shares”). Up to 750,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On May 30, 2025, the Underwriters exercised their Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture. On May 10, 2025, the Sponsor transferred an aggregate of 30,000 Founder Shares ( 10,000 Founder Shares each) to the three independent directors of the Company in exchange for their services as independent directors through the initial Business Combination. The transfer of the Founder Shares to the holders are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 30,000 Founder Shares assigned to the holders on May 10, 2025 was $ 47,520 or $ 1.58 per Founder Share. The Founder Shares were transferred subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of assigned Founder Shares times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares and holders of Founder Shares have the same shareholder rights as Public Shareholders, except (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to many limitations on the Founder Shares (see Note 1); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors or (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 14 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Pursuant to the Letter Agreement, holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. IPO Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering, pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing and unsecured. The IPO Promissory Note was payable on the date the Company consummates the Initial Public Offering, out of the $ 750,000 of offering proceeds that had been allocated to the payment of offering expenses, from amounts available for working capital or from the net proceeds of the Initial Public Offering and the Private Placement not held in the Trust Account. On May 30, 2025, the Company repaid the $ 223,877 borrowed under the IPO Promissory Note. Borrowings under the IPO Promissory Note are no longer available. Administrative Services Agreement Commencing on May 30, 2025 and pursuant to the Administrative Services Agreement, dated May 28, 2025, by and between the Company and the Sponsor (the “Administrative Services Agreement”), the Company agreed to pay an aggregate of $ 2,500 per month for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services, commencing on June 2, 2025 through the earlier of the Company’s consummation of the initial Business Combination and its liquidation,. As of December 31, 2025, there has been $ 17,742 accrued under the Administrative Services Agreement under accrued expenses in the accompanying balance sheet. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit, at the option of the lender. Such units would be identical to the Private Placement Units. There are no Working Capital Loans outstanding as of December 31, 2025. NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. F- 15 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Registration Rights Agreement The holders of the (i) Founder Shares, (ii) Private Placement Units, (iii) Private Placement Rights, (iv) Private Placement Shares, (v) Class A Ordinary Shares that may be issued upon conversion of the Private Placement Rights upon the consummation of an initial Business Combination and (vi) Private Placement Shares that may be issued upon conversion of Working Capital Loans have registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement, dated May 28, 2025, which the Company entered into with the holders thereto. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement 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 (the “Over-Allotment Option”). On May 30, 2025, the underwriter exercised its Over-Allotment Option, closing on the 3,000,000 Option Units simultaneously with the Initial Public Offering. The Underwriters were paid a commission of $ 250,000 upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred underwriting discount of $ 0.30 per Unit or up to $ 6,900,000 in the aggregate (the “Deferred Fee”). Such Deferred Fee will not be payable with respect to any shares redeemed in connection with an initial Business Combination, and may be paid at the sole and absolute discretion of the Management to any one or more Financial Industry Regulatory Authority members, which may or may not include the Underwriters. The Deferred Fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. Advisory Fee The Company entered into an agreement with the Santander US Capital Markets LLC, the representative of the Underwriters (“Santander”), in which the Santander is entitled to an advisory fee equal to 3 % of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination. The Company and Santander have explicitly confirmed that the economic substance and intentions of both parties as of the inception of agreement was to create a legally binding liability in the full amount of the advisory fee which would be paid at the consummation of the initial Business Combination. This agreement is in the scope of FASB ASC Topic 405. As of December 31, 2025, $ 6,900,000 has been recorded as advisory fee payable on the balance sheet and as advisory fee expense on statement of operations. NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 225,000 Class A Ordinary Shares issued and outstanding, excluding the 23,000,000 Class A Ordinary Shares subject to possible redemption. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 5,750,000 Class A Ordinary Shares issued and outstanding. F- 16 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20 % of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to our officers or directors upon conversion of Working Capital Loans). Such adjustment may result in material dilution to our Public Shareholders. Holders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one twentieth (1/20) of one Class A Ordinary Share upon consummation of the initial Business Combination, even if the holder of a Public Right redeemed all Public Shares held by him, her or it in connection with the initial Business Combination or an amendment to our Amended and Restated Articles with respect to our pre-initial Business Combination activities. In the event the Company is not the surviving company upon completion of our initial Business Combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one twentieth (1/20) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Rights in order to receive his, her or its additional Class A Ordinary Shares upon consummation of an initial Business Combination. The Class A Ordinary Shares issuable upon conversion of the Rights will be freely tradable (except to the extent held by affiliates of ours). If we enter into a definitive agreement for a Business Combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same consideration per Ordinary Share that the holders of the Class A Ordinary Shares will receive in the transaction on an as-converted into Class A Ordinary Shares basis. The Company will not issue fractional Class A Ordinary Shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold Rights in multiples of 20 in order to receive Class A Ordinary Shares for all of their Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from our assets held outside of the Trust Account with respect to such Rights. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to cash settle the Rights. Accordingly, the Rights may expire worthless. F- 17 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Investments held in Trust Account 1 $ 235,449,992 The fair value of the Public Rights issued in the Initial Public Offering is $ 1,840,000 , or $ 0.08 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Rights issued in the Initial Public Offering: May 30, 2025 Unit price $ 10.14 Share price $ 10.06 Rights fraction 1/20 Pre-adjusted value per Public Right $ 0.50 Market adjustment (1) 16.0 % Fair value per Public Right $ 0.08 (1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of share price prior to the beginning of the exercise period. The adjustment is determined by comparing traded Public Right prices to simulated model outputs. The market adjustment was determined by calibrating traded Public Rights prices as of the valuation dates. NOTE 9 — SEGMENT INFORMATION FASB ASC Topic 280 establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. F- 18 JENA ACQUISITION CORPORATION II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the accompanying statement of operations as net income or loss. The measure of segment assets is reported on the accompanying balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 913,121 Investments held in Trust Account $ 235,449,992 For the Period from February 24, 2025 (Inception) through December 31, 2025 Formation, general, and administrative costs $ 386,767 Advisory fee expense $ 6,900,000 Dividend and interest earned on investments held in Trust Account $ 5,449,992 The CODM reviews dividend and interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated May 28, 2025, by and between the Company and Continental. Formation, general, and administrative costs and advisory fee expense are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews formation, general, and administrative costs and advisory fee expense to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs and advisory fee expense, as reported on the accompanying statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net loss are reported on the accompanying statement of operations and described within their respective disclosures. NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 27, 2026, the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. F- 19 EXHIBIT INDEX Exhibit No. Description of Exhibit 1 Underwriting Agreement dated May 28, 2025, by and between the Company and Santander US Capital Markets LLC, as the sole underwriter. (2) 3 Amended and Restated Memorandum and Articles of Association. (2) 4.1 Specimen Unit Certificate. (1) 4.2 Specimen Ordinary Share Certificate. (1) 4.3 Specimen Share Right Certificate. (1) 4.4 Share Rights Agreement, dated May 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (2) 4.5 Description of Registered Securities.* 10.1 Securities Subscription Agreement between Jena Acquisition Sponsor LLC II and the Company. (1) 10.2 Promissory Note issued to Jena Acquisition Sponsor LLC II. (1) 10.3 Investment Management Trust Agreement, dated May 28, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (2) 10.4 Registration Rights Agreement, dated May 28, 2025 , by and among the Company and certain security holders. (2) 10.5 Private Placement Units Purchase Agreement, dated May 28, 2025, by and between the Company and the Sponsor. (2) 10.6 Letter Agreement, dated May 28, 2025, by and among the Company, its officers, directors, and the Sponsor. (2) 10.7 Form of Indemnity Agreement. (2) 10.8 Administrative Services Agreement, dated May 28, 2025, by and between the Company and the Sponsor. (2) 14 Code of Business Conduct and Ethics, adopted May 5, 2025. (1) 19 Insider Trading Policies and Procedures, adopted May 5, 2025.* 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Executive Compensation Recovery Policy, adopted May 5, 2025.* 99.1 Audit Committee Charter. (1) 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 (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333- 287198), filed with the SEC on May 16, 2025. (2) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2025. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. March 27, 2026 JENA ACQUISITION CORPORATION II By: /s/ Richard N. Massey Name: Richard N. Massey Title: Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Richard N. Massey Chief Executive Officer and Director March 27, 2026 Richard N. Massey (Principal Executive Officer) /s/ Amanda G. Sturgeon Chief Financial Officer and Treasurer March 27, 2026 Amanda G. Sturgeon (Principal Financial and Accounting Officer) /s/ William P. Foley, II Chairman March 27, 2026 William P. Foley, II /s/ Dabbs Cavin Director March 27, 2026 Dabbs Cavin /s/ Dexter Fowler Director March 27, 2026 Dexter Fowler /s/ Tim Hsia Director March 27, 2026 Tim Hsia 53