JENA ACQUISITION CORPORARTION II S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

SPECIMEN RIGHT CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF OGIER (CAYMAN) LLP, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, JENA ACQUISITION SPONSOR LLC II AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, JENA ACQUISITION SPONSOR LLC II AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND JENA ACQUISITION SPONSOR LLC II

FORM OF INDEMNITY AGREEMENT

PROMISSORY NOTE ISSUED TO JENA ACQUISITION SPONSOR LLC II.

SECURITIES SUBSCRIPTION AGREEMENT BETWEEN JENA ACQUISITION SPONSOR LLC II AND THE REGISTRANT.

FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND JENA MANAGEMENT LLC

FORM OF CODE OF ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER.

CONSENT OF DEXTER FOWLER TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF TIM HSIA TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF DABBS CAVIN TO BE NAMED AS DIRECTOR NOMINEE

FILING FEE TABLE

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