Jena Acquisition Sponsor Llc II - May 30, 2025 Form 4 Insider Report for JENA ACQUISITION Corp II (JENA)

Role
10%+ Owner
Signature
/s/ Michael L. Gravelle, Attorney-in-Fact for Jena Acquisition Sponsor LLC II
Stock symbol
JENA
Transactions as of
May 30, 2025
Transactions value $
$2,250,000
Form type
4
Date filed
5/30/2025, 07:00 PM
Previous filing
May 28, 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
JENA ACQUISITION SPONSOR LLC II 10%+ Owner C/O JENA ACQUISITION CORPORATION II, 1701 VILLAGE CENTER CIRCLE, LAS VEGAS /s/ Michael L. Gravelle, Attorney-in-Fact for Jena Acquisition Sponsor LLC II 2025-05-30 0002060349
FOLEY WILLIAM P II Director, 10%+ Owner C/O JENA ACQUISITION CORPORATION II, 1701 VILLAGE CENTER CIRCLE, LAS VEGAS /s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 2025-05-30 0000903213

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JENA Class A ordinary shares Purchase $2.25M +225K $10.00 225K May 30, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JENA Right to receive one-twentieth of one Class A ordinary share Purchase +225K +4.06% 5.76M May 30, 2025 Class A Ordinary Shares 11.3K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the 225,000 Class A ordinary shares of Jena Acquisition Corporation II (the "Issuer") that are included in the 225,000 private placement units of the Issuer purchased by Jena Acquisition Sponsor LLC II ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-twentieth (1/20) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
F2 The Sponsor is the record holder of the shares reported herein. Mr. William P. Foley II controls 54% of the membership interests in the Sponsor through Bilcar Limited Partnership, a Florida limited partnership ("Bilcar"), in which Mr. Foley and his wife are the only limited partners, and which Bilcar is the managing member of the Sponsor. The general partner of Bilcar is Bognor Regis Inc., a Florida corporation, in which Mr. Foley is the sole shareholder and president. Therefore Mr. Foley may be deemed to beneficially own the 225,000 Class A ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares held by the Sponsor. Mr. Foley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
F3 Represents the 11,250 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 225,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-twentieth (1/20) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.
F4 Represents (i) the 11,250 Class A ordinary shares referred to in footnotes 1 and 3 and (ii) 5,750,000 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

Remarks:

Exhibit 24.1 Power of Attorney