Overview

Jena Acquisition Corp. is a blank check company incorporated in the Cayman Islands on February 4, 2025 for the purpose of effecting a business combination. The company’s sponsor is Jena Acquisition Sponsor LLC II. Although Jena Acquisition Corp. is not limited to a particular industry or sector for its business combination, it is focusing its search on identifying a prospective target business that can benefit from the business expertise of its co-founders, William P. Foley, II and Richard N. Massey.

Jena Acquisition Corp. completed its initial public offering (IPO) on May 30, 2025, raising $230 million by selling 23 million public units, each consisting of one public share and one-twentieth of one public right. Simultaneously, the company completed the sale of 225,000 private placement units to the sponsor for $2.25 million. The net proceeds from the IPO and private placement were placed in a trust account, to be used for the business combination.

Results of Operations

Jena Acquisition Corp. has not engaged in any operations or generated any revenues to date. Its activities since inception have been limited to organizational activities and those related to the IPO and identifying and evaluating potential acquisition targets. The company expects to incur increased expenses as a public company and for due diligence related to the business combination.

For the period from February 24, 2025 (inception) through December 31, 2025, the company had a net loss of $1,836,775, which consisted of $386,767 in formation, general, and administrative costs, and $6,900,000 in advisory fee expense, partially offset by $5,449,992 in dividend and interest income earned on the investments held in the trust account.

Liquidity and Capital Resources

As of December 31, 2025, Jena Acquisition Corp. had $913,121 in cash and working capital of $1,040,044. The company used $510,037 in net cash for operating activities during the period from February 24, 2025 to December 31, 2025.

The company had $235,449,992 in marketable securities held in the trust account as of December 31, 2025, including $5,449,992 in interest income. Jena Acquisition Corp. intends to use the funds held in the trust account, including any interest earned (net of taxes and excluding the deferred and advisory fees), to complete its business combination.

The company’s liquidity needs through December 31, 2025 were satisfied through a $25,000 contribution from the sponsor, a loan under the IPO Promissory Note, and the net proceeds from the IPO and private placement. Jena Acquisition Corp. does not believe it will need to raise additional funds to meet its expenditures prior to the business combination, but it may need to obtain financing to complete the transaction or if it is required to redeem a significant number of public shares.

Contractual Obligations

Jena Acquisition Corp. has the following contractual obligations:

1. Administrative Services Agreement: The company reimburses its sponsor $2,500 per month for office space, utilities, and administrative support.

2. Underwriting Agreement: The underwriters received a $250,000 cash underwriting discount and are entitled to a $6,900,000 deferred fee, payable upon completion of the initial business combination.

3. Advisory Fee: The company agreed to pay Santander an advisory fee of $6,900,000, also payable upon completion of the initial business combination.

4. Registration Rights Agreement: The holders of the founder shares, private placement units, and any private placement-equivalent units issued in connection with working capital loans are entitled to registration rights.

5. Letter Agreement: The sponsor, directors, and officers have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the company fails to complete the initial business combination within the combination period.

Critical Accounting Estimates and Standards

As of December 31, 2025, Jena Acquisition Corp. did not have any critical accounting estimates to disclose. The company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” on its date of incorporation, February 24, 2025.

Outlook

Jena Acquisition Corp. has until May 30, 2027 (24 months from the closing of the IPO) to complete its initial business combination. If the company is unable to do so, it will cease operations, redeem the public shares, and liquidate. The company may seek to extend the combination period by amending its articles, which would require shareholder approval and provide the public shareholders the opportunity to redeem their shares.

The company’s ability to maintain its NYSE listing is also dependent on completing the business combination within the required timeframe. If it fails to do so, its securities may be subject to suspension and delisting. Additionally, the sponsor may consider selling its interest in the company, which could result in a change to the management team.

Overall, Jena Acquisition Corp. is an early-stage, emerging growth company that is focused on identifying and completing a business combination that can benefit from the expertise of its co-founders. The company faces the typical risks associated with blank check companies, including the need to complete a transaction within a limited timeframe and the potential for dilution or changes to its management team.