JENA · JENA ACQUISITION Corp II

Substantial doubt about the company's ability to continue as a going concern.

“The Company's mandatory liquidation in the event the Company does not complete a Business Combination within the Combination Period raises substantial doubt about the Company's ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements. Management plans to address this uncertainty by completing a Business Combination. If a Business Combination is not consummated by the end of the Combination Period (up to May 30, 2027), or until such (x) earlier date as the Board may approve or (y) later date as the shareholders may approve, pursuant to the Amended and Restated Articles, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interests earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders, subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, dissolve and liquidate, subject in each case, to the Company's obligation under Cayman Islands law to provide for claims of creditors and requirements of other applicable law, which raises substantial doubt about the Company's ability to continue as a going concern.”