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 May 1, 2025

Richard N. Massey
Chief Executive Officer
Jena Acquisition Corporation II
1701 Village Center Circle
Las Vegas, NV 89134

 Re: Jena Acquisition Corporation II
 Draft Registration Statement on Form S-1
 Submitted April 7, 2025
 CIK No. 0002060337
Dear Richard N. Massey:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Summary
Initial Business Combination, page 11

1. Please disclose any limitations on extensions, including the number of
times, and the
 consequences to the sponsor of not completing an extension of the time
in which to
 consummate a business combination with a target company. Refer to Item
1602(b)(4)
 of Regulation S-K.
 May 1, 2025
Page 2
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to
Consummate, a
Business Combination
We may not be able to complete an initial business combination because such
initial business
combination may be subject to regulatory review, page 65

2. We note your disclosure that the sponsor is not controlled by, nor does
it have
 substantial ties with, a non-U.S. person. Please revise to disclose
whether the sponsor
 has any members who are, or have substantial ties with, a non-U.S.
person.
Liquidity and Capital Resources, page 97

3. Please explain the statement that "we intend to use substantially all of
the funds held
 in the trust account, including any amounts representing interest earned
on the trust
 account" in light of the escrow of the funds in the trust account until
completion of the
 initial business combination.
Certain Relationships and Related Transactions, page 155

4. Please revise to include the agreement to pay to an affiliate of the
sponsor of $5,000 a
 month for accounting, bookkeeping, office space, IT support, research,
professional,
 secretarial and administrative services, as required by Item 404(a) of
Regulation S-K.

 Please contact Kellie Kim at 202-551-3129 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Howell at 202-551-3357 with
any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: David Fleming, Esq.
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