Sec Form 4 Filing - JENA ACQUISITION SPONSOR LLC II @ JENA ACQUISITION Corp II - 2025-05-30

FORM 4 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 [ JENA] 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) 05/30/2025 (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 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 (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 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 )

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 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

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

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).

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