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 private placement of 225,000 private placement units to the sponsor, generating an additional $2.25 million.

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 a potential 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 investments held in the trust account.

Liquidity and Capital Resources

Following the IPO and private placement, Jena Acquisition Corp. had $230 million initially placed in the trust account. As of December 31, 2025, the company 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 inception through December 31, 2025.

The company may withdraw interest from the trust account to pay taxes, if any, and intends to use the remaining funds held in the trust account to complete its business combination. To mitigate the risk of being deemed an investment company, the company may instruct the trustee to liquidate the investments in the trust account and hold the funds in cash or an interest-bearing demand deposit account.

Jena Acquisition Corp. has satisfied its liquidity needs 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. The company does not believe it will need to raise additional funds to meet its expenditures prior to the business combination, but may need to obtain financing to complete the business combination or if it is required to redeem a significant number of public shares.

Contractual Obligations

Jena Acquisition Corp. has the following contractual obligations:

• Administrative Services Agreement: The company reimburses the sponsor $2,500 per month for office space, utilities, and administrative support.
• 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.
• Advisory Fee: The company agreed to pay Santander an advisory fee of $6,900,000 upon and subject to the closing of the initial business combination.
• Registration Rights Agreement: The holders of founder shares, private placement units, and any private placement-equivalent units issued in connection with working capital loans have registration rights.
• 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 if the company fails to complete the initial business combination within the combination period.

Outlook

Jena Acquisition Corp. has until May 30, 2027 to complete its initial business combination. If it is unable to do so, the company will cease operations, redeem the public shares, and liquidate, subject to its obligations under Cayman Islands law. The company may seek to extend the combination period by amending its articles, which would require shareholder approval and provide the opportunity for public shareholders to redeem their shares.

The company’s ability to maintain its NYSE listing is 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. The sponsor may also 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, blank check company that is focused on identifying and completing a business combination that can benefit from the expertise of its co-founders. The company has sufficient funds from its IPO and private placement to pursue this goal, but faces the risk of not being able to complete a transaction within the required timeframe, which could lead to its liquidation.