FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
JENA ACQUISITION SPONSOR LLC II

(Last) (First) (Middle)
C/O JENA ACQUISITION CORPORATION II
1701 VILLAGE CENTER CIRCLE

(Street)
LAS VEGAS NV 89134

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2025
3. Issuer Name and Ticker or Trading Symbol
JENA ACQUISITION Corp II [ JENAU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1)   (1)   (1) Class A Ordinary Shares 5,720,000 (2) (1) D (2) (3)  
Explanation of Responses:
1. As described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-287198) (the "IPO Registration Statement"), under the heading "Description of Securities - Founder Shares," Class B ordinary shares will automatically convert into Class A ordinary shares of the Issuer in connection with the consummation of the Issuer's initial business combination or earlier at the option of the Reporting Person 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 therein.
2. These shares represent the Class B ordinary shares held by Jena Acquisition Sponsor LLC II (the "Sponsor") acquired pursuant to a securities subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's IPO Registration Statement.
3. Bilcar Limited Partnership, a Florida limited partnership, is the managing member and owner of 54% of the membership interests of the Sponsor. The general partner of Bilcar Limited Partnership is Bognor Regis Inc., a Florida corporation, has sole voting and dispositive power over the Class B ordinary shares owned by the Sponsor. Mr. William P. Foley, II is the sole shareholder of Bognor Regis Inc., and he and his wife are the only limited partners of Bilcar Limited Partnership, and therefore may be deemed to beneficially own 5,720,000 Class B ordinary shares, and ultimately exercises voting and dispositive power over the 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.
Remarks:
Exhibit 24.1 Power of Attorney Exhibit 99.1 Joint Filer Information
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II, as sole shareholder of Bognor Regis Inc., as general partner of Bilcar Limited Partnership 05/28/2025
** Signature of Reporting Person Date
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 05/28/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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