Jena Acquisition Corp II - 10-Q Summary (Q2 2026)
Business Context and Reporting Period
Jena Acquisition Corporation II (JENA) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on February 24, 2025. The company is in the pre-business combination phase, searching for a target to acquire. This report covers the quarterly period ended June 30, 2026. The company has until May 30, 2027, to consummate an initial business combination or face mandatory liquidation.
Key Financial Metrics
| Metric | Q2 2026 (3 Months) | YTD 2026 (6 Months) | Balance Sheet (June 30, 2026) |
|---|---|---|---|
| Net Income (Loss) | $1,881,172 | $2,977,402 | N/A |
| Operating Expenses | $222,741 | $1,206,047 | N/A |
| Trust Account Interest/Dividends | $2,103,913 | $4,183,449 | N/A |
| Cash (Outside Trust) | N/A | N/A | $66,988 |
| Trust Account Balance | N/A | N/A | $239,633,441 |
| Working Capital | N/A | N/A | $210,395 |
| Deferred Fees & Liabilities | N/A | N/A | $13,841,840 |
Note: The company has no operating revenue. Net income is derived primarily from interest earned on the Trust Account.
Material Changes vs. Prior Period
- Profitability Shift: The company reported a net income of $1.88 million for Q2 2026, a significant improvement from the net loss of $6.24 million in Q2 2025. The prior period loss was driven by a one-time $6.9 million advisory fee expense recognized at the time of the IPO in May 2025.
- Trust Account Growth: The Trust Account balance increased from $235.45 million (Dec 31, 2025) to $239.63 million (June 30, 2026), reflecting $4.18 million in interest and dividend income earned year-to-date.
- Cash Position: Cash held outside the Trust Account decreased from $913,121 at year-end 2025 to $66,988 at June 30, 2026, due to operating cash outflows of $846,133 for the six-month period.
Outlook, Risks, and Contingencies
- Listing Compliance Risk: On April 1, 2026, the NYSE notified the company of non-compliance with the minimum 300 public shareholders requirement. The company submitted a business plan which was accepted on July 8, 2026. The company now has until October 1, 2027, to regain compliance. Failure to do so could result in delisting.
- Going Concern: Management has identified substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by May 30, 2027. The company relies on the Sponsor for working capital loans to fund operations until a combination is consummated.
- Deferred Obligations: The company has significant contingent liabilities, including a $6.9 million deferred underwriting fee and a $6.9 million advisory fee payable to Santander upon the completion of a business combination. Additionally, $316,741 in deferred legal fees are recorded.
- Geopolitical Risks: The filing notes that global instability, including conflicts in Ukraine and the Middle East, could adversely affect the ability to complete a business combination.
Investor Verification Checklist
- Shareholder Count: Verify if the company has successfully maintained or regained the required 300 public shareholders to avoid delisting.
- Working Capital Sufficiency: Confirm the availability of Sponsor loans or other financing to cover operating expenses given the low cash balance ($66,988) outside the Trust Account.
- Target Search Progress: Assess the timeline for identifying a target, as the deadline for a business combination is May 30, 2027.
- Redemption Risk: Monitor the Trust Account balance per share ($10.42 as of June 30, 2026) to understand potential redemption values if a deal is proposed.