JENA 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 as filed with the SEC on August 13, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors.factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

On April 1, 2026, we received a written notice (the “Notice”) from the staff of NYSE Regulation of the NYSE indicating that we are not currently in compliance with Section 802.01A of the NYSE Listed Company Manual which requires us to maintain a minimum of 300 public shareholders on a continuous basis. As permitted by the Listing Rule, we will, we, within 45 days from the receipt of the Notice, submitsubmitted a business plan to the NYSE that demonstratessought to demonstrate how we expectexpected to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Upon receipt of the plan, the NYSE hashad 45 days to review and determine if the plan reasonably demonstrates our ability to regain compliance with the minimum listing standards. The Notice has had no immediate impact on the listing or trading of the our securities.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 24, 2025 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,096,230,$1,881,172, which consists of dividend and interest earned on investments held held in the Trust Account of $2,079,536,$2,103,913, partially offset by formation, general, and administrative costs of $983,306.$222,741. The increase in general general and administrative costs is due to professional fees, due diligence, and other merger and acquisition related expenses.

For the periodthree frommonths Februaryended June 24, 2025 (inception) through March 31,30, 2025, we had a net loss of $33,081,$6,236,808, which consists of formation, general, and administrative costs.costs of $98,348, advisory fee expense of $6,900,000, offset by dividend and interest earned on investments held in the Trust Account of $761,540.

LiquidityLiquidity, Capital Resources, and Capital ResourcesGoing Concern

As of MarchJune 31,30, 2026, we had had $754,283$66,988 of cash and working capital of $303,921.$210,395. For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $158,838. $846,133. Net income of $1,096,230$2,977,402 was affected by dividend and interest earned on investments held in Trust Account of $2,079,536. $4,183,449. Changes in operating assets and liabilities provided $824,468$359,914 of cash for operating activities, of which majority of the changes are due to increase in accrued expenses and deferred legal fee pertaining to the amounts incurred in professional fees, due diligence, and other merger and acquisition related expenses.

As of MarchJune 31,30, 2025, we had had no$1,185,540 cash and working capital deficit of $59,049.$1,223,796. For the period from February 24, 2025 (inception) through MarchJune 31,30, 2026, net2025, cash used in operating activities was $0.$347,618. Net loss of $33,081$6,269,889 was affected by dividend and interest earned on investments held in Trust Account of $761,540 and payment of formation, general,general and administrative costs through the IPOpromissory Promissorynote Note– related party of $10,560.$63,310. Changes in operating assets and liabilities provided $22,521$6,620,501 of cash for operating activities.

As of MarchJune 31,30, 2026, we had had marketable securities held in the Trust Account of $237,529,528$239,633,441 (including approximately $2,079,536$2,103,913 and $4,183,449 of dividend and interest earned earned for the three and six months ended MarchJune 31,30, 20262026, respectively). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee and Advisoryadvisory Feefee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had had cash held outside of the Trust Account of approximately $754,283.$66,988. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” as of MarchJune 31,30, 2026, our Management has determined that we have access to funds from our Sponsor, and our Sponsor has the financial wherewithal to fund us, that are sufficient to fund our working capital needs until the consummation of a Business Combination or for a minimum of one year from the date of issuance of the accompanying unaudited condensed financial statements. We cannot provide any assurance that our plans to consummate an initial Business Combination will be successful.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

WeIn connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not currently believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Commencing on May 30, 2025 and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $2,500 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June March30, 31,2026, 2026we incurred $7,500 and $15,000, respectively, in fees for these services, which amounts are included in accrued expenses in the condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”. For the three months ended June 30, 2025 and for the period from February 24, 2025 (inception) through MarchJune 31,30, 2025, wethere incurredhas $7,500been and$2,742 accrued $0,under this agreement under accrued expenses in feesthe foraccompanying these services,unaudited respectively.condensed balance sheets.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.