Sec Form 3 Filing - JENA ACQUISITION SPONSOR LLC II @ JENA ACQUISITION Corp II - 2025-05-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol JENA ACQUISITION Corp II [ JENAU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JENA ACQUISITION CORPORATION II, 1701 VILLAGE CENTER CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2025 (Street) LAS VEGAS, NV89134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Ordinary Shares ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Ordinary Shares 5,720,000 ( 2 ) D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JENA ACQUISITION SPONSOR LLC II C/O JENA ACQUISITION CORPORATION II 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV89134 X FOLEY WILLIAM P II C/O JENA ACQUISITION CORPORATION II 1701 VILLAGE CENTER CIRCLE LAS VEGAS, NV89134 X X Signatures /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

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

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