JENA ACQUISITION SPONSOR LLC II - 28 May 2025 Form 3 Insider Report for JENA ACQUISITION Corp II (JENA)

Role
10%+ Owner
Signature
/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
Issuer symbol
JENA
Transactions as of
28 May 2025
Net transactions value
$0
Form type
3
Filing time
28 May 2025, 20:02:27 UTC
Next filing
30 May 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
JENA ACQUISITION SPONSOR LLC II 10%+ Owner C/O JENA ACQUISITION CORPORATION II, 1701 VILLAGE CENTER CIRCLE, LAS VEGAS /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 28 May 2025 0002060349
FOLEY WILLIAM P II Director, 10%+ Owner C/O JENA ACQUISITION CORPORATION II, 1701 VILLAGE CENTER CIRCLE, LAS VEGAS /s/ Michael L. Gravelle, Attorney-in-Fact for William P. Foley, II 28 May 2025 0000903213

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding JENAU Class B Ordinary Shares 28 May 2025 Class A Ordinary Shares 5,720,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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