ADDED
See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
1 Unaudited Condensed Balance Sheet as of September 30, 2025 1 Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2025 and February 24, 2025 (Inception) through September 30, 2025 2 Unaudited Condensed Statements of Changes in Shareholders Deficit for the Three Months Ended September 30, 2025 and February 24, 2025 (Inception) through September 30, 2025 3 Unaudited Condensed Statements of Cash Flows for the Period from February 24, 2025 (Inception) through September 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.
Management s Discussion and Analysis of Financial Condition and Results of Operations.
Public Units are to the units sold in our Initial Public Offering, which consist of one Public Share and one-twentieth (1/20) of one Public Right; Registration Rights Agreement are to the Registration Rights Agreement, dated May 28, 2025, which we entered into with certain holders party thereto; Report are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025; Rights are to the Private Placement Rights and the Public Rights, together; Santander are to Santander US Capital Markets LLC; SEC are to the U.S.
Securities and Exchange Commission; Securities Act are to the Securities Act of 1933, as amended; SPAC are to a special purpose acquisition company; Sponsor are to Jena Acquisition Sponsor LLC II, a Nevada limited liability company.
As of September 30, 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 September 30, 2025, the Company had not commenced any operations.
All activity for the period from February 24, 2025 (inception) through September 30, 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 s Sponsor is Jena Acquisition Sponsor LLC II (the Sponsor ).
REMOVED
See definitions of large accelerated filer , accelerated filer , smaller reporting company , and emerging growth company in Rule 12b-2 of the Exchange Act.
Management s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3.
The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of June 30, 2025, the Company had not commenced any operations.
All activity for the period from February 24, 2025 (inception) through June 30, 2025 relates to the Company s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.
The registration statement for the Company s Initial Public Offering was declared effective on May 28, 2025.
On May 30, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the Units and, with respect to the Class A ordinary shares included in the Units being offered, the Public Shares ), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of 230,000,000 .
Each Unit consists of one Public Share and one right ( Right ) to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial Business Combination ( Public Right ).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 225,000 units (the Private Placement Units ) at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company s sponsor, Jena Acquisition Sponsor LLC II (the Sponsor ), generating gross proceeds of $ 2,250,000 .
Each Private Placement Unit consists of one Private Placement Share and one Right to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial Business Combination ( Private Placement Right ).