FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
JENA ACQUISITION Corp II [ JENA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 05/30/2025   P   225,000 (1) A $ 10 225,000 D (2)  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Right to receive one-twentieth of one Class A ordinary share (3) 05/30/2025   P   225,000 (3)     (3)   (3) Class A Ordinary Shares 11,250 (4) (3) 5,761,250 (4) D (2)  
Explanation of Responses:
1. 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.
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 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.
3. 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.
4. 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
/s/ Michael L. Gravelle, Attorney-in-Fact for Jena Acquisition Sponsor LLC II 05/30/2025
** Signature of Reporting Person Date
/s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 05/30/2025
** 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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POWER OF ATTORNEY