🧾 What This Document Is

This is the annual report (Form 10-K) for Jena Acquisition Corporation II for the fiscal year ended December 31, 2025. Since Jena is a SPAC (Special Purpose Acquisition Company), or "blank check" company, this report details its progress in finding a business to merge with, rather than reporting on traditional operations.

👉 In simple terms, it’s a progress report for a company whose main job is to buy another company.

🏢 What The Company Does

Jena is a shell company with no operations of its own. Its sole purpose is to identify and complete an initial Business Combination—a merger or acquisition with an existing operating business. It was formed by its Sponsor and Management Team to leverage their experience in sourcing and executing deals.

👉 Think of it as a pool of money managed by experts, waiting to be invested in a promising private company to take it public.

💰 Financial Highlights

• Trust Account Funds: As of the report, funds available for a Business Combination are $221,649,992 (assuming no public shareholders redeem their shares). This is the core "war chest."
• Redemption Price: The anticipated price to redeem a public share is ~$10.23 (as of Dec 31, 2025). This is the approximate amount in the trust per share.
• Capital Structure:
  • Class A Ordinary Shares: 23,225,000 issued and outstanding (as of March 27, 2026). These are the public shares.
  • Class B Ordinary Shares: 5,750,000 issued and outstanding (as of March 27, 2026). These are the "founder shares" held by the Sponsor and team.
• Market Value: The aggregate market value of the company's shares held by non-affiliates was $236,440,000 on June 30, 2025.

🚀 Key Moves

• IPO & Trading: The company's Units began trading on the NYSE on May 30, 2025. The Class A Shares and Rights began trading separately on July 21, 2025.
• Search Mode: The entire year was dedicated to searching for a target business. The report details the strategy and criteria for this search but no deal has been announced yet.
• Clock is Ticking: The company has a set deadline (the "Combination Date") to complete a merger. If it fails, it must liquidate and return the trust money to shareholders.

📦 Financial Position

The financials are simple because Jena isn't operating a business:

• Assets: Primarily the cash in the Trust Account (~$221.6M) and some cash outside the trust for working capital ($913,121).
• Liabilities: Minimal operating liabilities. The main obligations are the future deferred underwriting fees ($6.9M) and advisory fees ($6.9M) payable upon completing a merger.
• Shareholders' Equity: This is primarily the value of the trust account allocated to public shares and the founder shares held by the Sponsor.

🔮 What's Next

• Find a Target: The Management Team will continue its search for a business that meets its criteria (see below).
• Execute the Deal: Once a target is identified, they will negotiate terms, seek shareholder approval (or not), and complete the merger.
• Potential Deadline: If they don't complete a combination by the deadline, they must liquidate. They may seek shareholder approval to extend this deadline.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced Team: Led by Co-Founders William P. Foley II and Richard N. Massey, who have deep networks and a track record of deals.
• Capital Ready: Over $221 million in the trust is ready to be deployed for an acquisition.
• Public Platform: Offers a target company a faster, more certain path to being public than a traditional IPO.

⚠️ Key Risks:

• Time Pressure: The need to find a target by the deadline can lead to poor decision-making.
• No Target Yet: Shareholders are investing without knowing what company they will ultimately own.
• Dilution: The Sponsor's Founder Shares were acquired for a nominal price (~$0.004/share) and will convert into shares representing 20% of the post-merger company, diluting public shareholders.
• Redemption Risk: If many shareholders redeem their shares before a merger, the total cash available for the deal shrinks, potentially causing it to fail.

🌍 Industry Context

Jena operates in the highly competitive SPAC market. Many SPACs are searching for the same pool of quality private companies, which can drive up prices and make attractive deals harder to find. The report notes that negative market sentiment toward SPAC mergers could also be a headwind.

📅 Key Dates

• Fiscal Year End: December 31
• Report Date: Filed for the year ended 2025.
• Combination Deadline: A specific future date (not provided in the excerpt) by which a merger must be completed.

🔍 The Details: Acquisition Criteria

Jena is not just looking for any company. Its strategy is to find a target with "utility-like features":

• Defensible market position
• Reliable cash flows
• Low risk during economic downturns
• At a "strategic inflection point" that needs capital or expertise to grow
• Recurring revenue model

💡 Why This Matters

This filing reveals a SPAC in its search phase. The substantial trust account shows it's ready to act, but the lack of a target means the investment is essentially a bet on the Management Team's ability to find and negotiate a good deal before time runs out. The heavy focus on risk factors is a standard but critical warning about the speculative nature of the investment.

🧠 The Analogy

Jena Acquisition II is like a professional sports team's war chest and scouting department combined. They have a big budget (the trust account) and a skilled front office (the Management Team) tasked with finding and acquiring a star player (a private company). They have a limited season (the combination period) to make the deal. If they don't sign anyone, the team is dissolved, and the money is returned to the owners (shareholders).

📇 Key Contacts & People

• Company: JENA ACQUISITION CORPORATION II
• Address: 1701 Village Center Circle, Las Vegas, Nevada 89134
• Phone: (702) 323-7330
• Sponsor: Jena Acquisition Sponsor LLC II
• Key Individuals:
  • William P. Foley, II: Co-Founder, Chairman, Director
  • Richard N. Massey: Co-Founder, Chief Executive Officer, Director
• Stock Exchanges: NYSE (Symbols: JENA.U, JENA, JENA.R)

🧩 Final Takeaway

Jena Acquisition II is a well-funded, expert-led SPAC that spent 2025 searching for a business to take public. Its future value hinges entirely on the team's ability to find and close a good deal before their deadline expires, making it a high-risk, high-reward bet on management.