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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 1, 2026
JENA
ACQUISITION CORPORATION II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42674 |
|
98-1842831 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1701 Village Center Circle
Las Vegas, Nevada 89134
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (702) 323-7330
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A Ordinary Share and one Right |
|
JENA.U |
|
The New York Stock Exchange |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
JENA |
|
The New York Stock Exchange |
| |
|
|
|
|
| Rights, each entitling the holder to receive one-twentieth (1/20) of one Class A Ordinary Share |
|
JENA.R |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing.
On
April 1, 2026, Jena Acquisition Corporation II (the “Company”) received a written notice (the “Notice”)
from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the Company is not currently
in compliance Section 802.01A of the NYSE Listed Company Manual (the “Listing Rule”) which requires the Company to
maintain a minimum of 300 public shareholders on a continuous basis. As permitted by the Listing Rule, the Company will, within 45 days
from the receipt of the Notice, submit a business plan to the NYSE that demonstrates how the Company expects to return to compliance with
the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE has 45 days to review and determine if
the plan reasonably demonstrates the Company’s ability to regain compliance with the minimum listing standards. The Notice has no
immediate impact on the listing or trading of the Company’s securities.
On
April 3, 2026, the Company issued a press release announcing receipt of the Notice. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated by reference herein.
Forward-Looking
This Current
Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such
as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based
on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause
actual results to differ significantly, including the Company’s ability to submit a plan to regain compliance satisfactory
to NYSE Regulation; the Company’s ability to evidence that it has at least 300 public shareholders; and other risks and uncertainties
set forth in the Company’s reports filed with the SEC. Copies of these reports can be accessed through the SEC’s website at www.sec.gov.
The Company does not assume any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed
with this Form 8-K:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release, dated April 3, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
JENA
ACQUISITION CORPORATION II |
| |
|
|
| |
By: |
/s/
Michael L. Gravelle |
| |
|
Name: |
Michael
L. Gravelle |
| |
|
Title:
|
General
Counsel and Corporate Secretary |
Date: April 3, 2026
Exhibit 99.1
Jena Acquisition Corporation
II Announces Non-Compliance with Section 802.01B of the NYSE Listed Company Manual which Requires the Company to Maintain a Minimum of
300 Public Stockholders
LAS VEGAS, NEVADA.,
April 03, 2026 (GLOBE NEWSWIRE) — Jena Acquisition Corporation II (the “Company”) announced today that on April 1,
2026, the Company received a written notice from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”)
indicating that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing
Rule”) which requires the Company to maintain a minimum of 300 public stockholders on a continuous basis.
As permitted under the
Listing Rule, the Company plans to promptly submit a business plan that demonstrates how the Company expects to return to compliance with
the Listing Rule within 18 months of receipt of the Notice, which will involve completing a de-SPAC transaction.
The Notice has no immediate
impact on the Company’s securities, and provided the NYSE approves the plan, the Company’s securities will continue to be
listed and traded on the NYSE during the 18-month cure period under their existing ticker symbols.
About Jena Acquisition Corporation II
The Company is a blank
check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company
may pursue a business combination in any business or industry, it intends to capitalize on the ability of its management team and initially
focus its search on identifying a prospective target business that can benefit from its co-founder and Chairman William P. Foley, II’s
and its co-founder and Chief Executive Officer Richard N. Massey’s historical areas of business expertise. W. Dabbs Cavin,
Dexter Fowler and Tim Hsia will be serving as board members.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations
on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly,
including the Company’s ability to submit a plan to regain compliance satisfactory to NYSE Regulation; the Company’s ability
to evidence that it has at least 300 public shareholders; and other risks and uncertainties set forth in the Company’s reports filed
with the Securities and Exchange Commission (the “SEC”). Copies of these reports can be accessed through the SEC’s website
at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result
of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Media Contact
Richard N. Massey
CEO
jenaacquisition.com
