SCHEDULE 13D 0002060349 XXXXXXXX LIVE Class A Ordinary Shares, $0.0001 par value 05/30/2025 false 0002060337 G5093B105 Jena Acquisition Corporation II

1701 Village Center Circle Las Vegas NV 89134

Michael L. Gravelle (702) 323-7330 General Counsel and Corporate Secretary 1701 Village Center Circle Las Vegas NV 89134 0002060349 N Jena Acquisition Sponsor LLC II WC N NV 5945000.00 0.00 5945000.00 0.00 5945000.00 N 20.5 OO (1) Includes 225,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 5,720,000 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-287198). The 225,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Jena Acquisition Sponsor LLC II (the "Sponsor") and the Issuer. (2) Excludes 11,250 Class A Ordinary Shares which will be issued upon the conversion of 225,000 rights upon the consummation of the Issuer's initial business combination. 0000903213 N William P. Foley, II OO N X1 0.00 5945000.00 0.00 5945000.00 5945000.00 N 20.5 IN (1) Includes 225,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 5,720,000 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-287198). The 225,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Jena Acquisition Sponsor LLC II (the "Sponsor") and the Issuer. (2) 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 5,720,000 Class B ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares and Class B ordinary shares held by the Sponsor. Mr. Foley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. (3) Excludes 11,250 Class A Ordinary Shares which will be issued upon the conversion of 225,000 rights upon the consummation of the Issuer's initial business combination. Class A Ordinary Shares, $0.0001 par value Jena Acquisition Corporation II 1701 Village Center Circle Las Vegas NV 89134 This statement is filed by: (i) the Sponsor, which is the holder of record of approximately 20.5% of the issued and outstanding Ordinary Shares (28,975,000) based on the number of Class A Ordinary Shares (23,225,000) and Class B Ordinary Shares (5,750,000) outstanding as of May 30, 2025, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on June 5, 2025; and (ii) Mr. William P. Foley II, who 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 5,720,000 Class B ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares and Class B ordinary shares held by the Sponsor. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The address of the principal business and principal office of each of the Sponsor and William P. Foley, II, is 1701 Village Center Circle, Las Vegas, NV 89134. The Sponsor's principal business is to act as the Issuer's sponsor. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Sponsor is a Nevada limited liability company. Mr. Foley is an United States citizen. The aggregate purchase price for the Ordinary Shares currently beneficially owned by the Reporting Persons was $2,275,000. The source of these funds was the working capital of the Sponsor. In connection with the organization of the Issuer, on January 27, 2025, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of the Issuer's offering costs in exchange for 5,750,000 Class B Ordinary Shares (the "Founder Shares"), pursuant to the Securities Subscription Agreement dated as of January 27, 2025 between the Sponsor and the Issuer (the "Founder Share Purchase Agreement") as more fully described in Item 6 of this Section 13D, which information is incorporated by reference. On May 7, 2025, the Sponsor transferred 10,000 founder shares to each of the Issuer's independent directors (an aggregate of 30,000 founder shares). On May 30, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 225,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of May 28, 2025, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Ordinary Share and one right to receive one twentieth (1/20) of a Class A ordinary share upon the consummation of an initial business combination (as described more fully in the Issuer's Final Prospectus dated May 28, 2025). The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer. The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 28,975,000 Ordinary Shares, including 23,225,000 Class A ordinary shares and 5,750,000 Class B Ordinary Shares outstanding as of May 30, 2025, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on June 5, 2025) are as follows: Sponsor - Amount beneficially owned: 5,945,000 and Percentage: 20.5%; and William P. Foley, II - Amount beneficially owned: 5,945,000 and Percentage: 20.5%. The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 28,975,000 Ordinary Shares, including 23,225,000 Class A ordinary shares and 5,750,000 Class B Ordinary Shares outstanding as of May 30, 2025, as reported by the Issuer in its Current Report on Form 8-K,filed by the Issuer with the SEC on June 5, 2025) are as follows: Sponsor Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 5,945,000, ii. Shared power to vote or to direct the vote: 0, iii. Sole power to dispose or to direct the disposition of: 5,945,000, and iv. Shared power to dispose or to direct the disposition of: 0; William P. Foley, II Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0, ii. Shared power to vote or to direct the vote: 5,945,000, iii. Sole power to dispose or to direct the disposition of: 0, iv. Shared power to dispose or to direct the disposition of: 5,945,000. Mr. William P. Foley II, who 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 5,720,000 Class B ordinary shares, and ultimately exercise voting and dispositive power over the Class A ordinary shares and Class B ordinary shares held by the Sponsor. Mr. Foley disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference. Not applicable. Not applicable. Founder Share Purchase Agreement between the Issuer and Sponsor On January 27, 2025, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of the Issuer's offering costs in exchange for 5,750,000 Class B Ordinary Shares (the "Founder Shares"). The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.7 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 12, 2025 (and is incorporated by reference herein as Exhibit 10.1). On May 7, 2025, the Sponsor transferred 10,000 founder shares to each of the Issuer's independent directors (an aggregate of 30,000 founder shares). Placement Units Purchase Agreement On May 30, 2025, simultaneously with the consummation of the IPO, the Sponsor purchased 225,000 Placement Units pursuant to the Placement Units Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below). The description of the Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 30, 2025 (and is incorporated by reference herein as Exhibit 10.2). Insider Letter Agreement On May 28, 2025, in connection with the IPO, the Issuer, the Sponsor and certain other parties thereto entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the Sponsor and the Issuer's officers and directors agreed (A) to vote their Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares in favor of any proposed business combination, except that it or he shall not vote any Class A Ordinary Shares that it or he purchased after the Issuer publicly announces its intention to engage in such proposed business combination for or against such proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of the Issuer's obligation to redeem 100% of the public shares if the Issuer does not consummate a business combination within 24 months after the closing of the Public Offering, or (ii) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer's trust account set up in connection with the IPO (the "Trust Account") including interest earned on the funds held in the Trust Account and net of taxes payable, divided by the number of then outstanding public shares, (C) not to redeem any Ordinary Shares in connection with a shareholder vote to approve the Issuer's proposed initial business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and any Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that, in the event of the liquidation of the Trust Account of the Issuer, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person (other than the Company's independent public accountants) who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of taxes payable, if any; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on May 30, 2025 (and is incorporated by reference herein as Exhibit 10.3). Registration Rights Agreement On May 28, 2025, in connection with the IPO, the Issuer, the Sponsor and other security holders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on May 30, 2025 (and is incorporated by reference herein as Exhibit 10.4). Exhibit 10.1 - Securities Subscription Agreement, dated as of January 27, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 12, 2025). Exhibit 10.2 - Private Placement Units Purchase Agreement, dated as of May 28, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 30, 2025). Exhibit 10.3 - Letter Agreement, dated as of May 28, 2025, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 30, 2025). Exhibit 10.4 - Registration Rights Agreement, dated as of May 28, 2025, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 30, 2025). Exhibit - 99.1 - Joint Filing Agreement, June 5, 2025, by and among the Reporting Persons. Jena Acquisition Sponsor LLC II /s/ Michael L. Gravelle 06/05/2025 William P. Foley, II /s/ Michael L. Gravelle 06/05/2025 * Michael L. Gravelle is signing on behalf of each of Jena Acquisition Sponsor LLC II and William P. Foley, II, in each case, pursuant to a power of attorney letter dated May 30, 2025, which was previously filed with the Commission as Exhibit 20.5 to a Form 4 filed by Jena Acquisition Sponsor LLC II and William P. Foley, II on May 30, 2025, which letter is incorporated by reference into this Schedule 13D.