SecProbe.io

CORRESP
 1
 filename1.htm

 JENA ACQUISITON CORPORATION II

 1701 Village Center Circle
Las Vegas, NV 89134

 May 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Catherine De Lorenzo and Pam Howell

 Re: Jena Acquisition Corporation II

 Registration Statement on Form S-1

 Filed May 12, 2025, as amended

 File No. 333-287198

 Dear Ms. De Lorenzo and Ms. Howell:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Jena Acquisition Corporation II hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on May 28, 2025, or as soon as thereafter practicable.

 Very truly yours,

 Jena Acquisition Corporation II

 /s/ Michael L. Gravelle

 Michael L. Gravelle

 General Counsel and Corporate Secretary

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Santander US Capital Markets LLC
437 Madison Avenue
New York, New York 10022

 May 23, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re:
 Jena Acquisition Corporation II

 Registration Statement on Form S-1

 Filed May 12, 2025, as amended

 File No. 333-287198

 Dear Ms. De Lorenzo and Ms. Howell:

 In connection with the above-referenced Registration Statement, and
pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), we hereby join in the request of Jena
Acquisition Corporation II that the effective date of the Registration Statement be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Time, on May 28, 2025, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, please be advised that we
expect to distribute approximately 1,000 copies of the Preliminary Prospectus dated May 16, 2025 (the "Preliminary Prospectus")
through the date hereof, to underwriters, dealers, institutions and others.

 In connection with the Preliminary Prospectus distribution for the
above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under
the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 SANTANDER US CAPITAL MARKETS LLC

 By:
 /s/ Ryan Kelley

 Name:
 Ryan Kelley

 Title:
 Managing Director

 By:
 /s/ Molly Deale Kramer

 Name:
 Molly Deale Kramer

 Title:
 Executive Director

 cc:
 Davis Polk & Wardwell LLP

 [Signature Page to Underwriters' Acceleration
Request Letter]

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 16, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re: Jena Acquisition Corporation II

 Registration Statement on Form S-1

 Filed May 12, 2025

 File No. 333-287198

 Dear Ms. De Lorenzo and Ms. Howell:

 Jena Acquisition Corporation
II (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on May 15, 2025 (" Comment Letter ")
relating to the Registration Statement on Form S-1, submitted by the Company with the Commission on May 12, 2025.

 The Company has publicly filed
via EDGAR its Amendment No. 1 to the Registration Statement on Form S-1 (the " Amendment No. 1 "), which reflects the
Company's responses to the Comment Letter received from the Staff and certain updated information. For the Staff's convenience,
we have repeated below the Staff's comments in bold and have followed each comment with the Company's response.

 Registration Statement on Form S-1

 Cover Page

 1. We note your disclosure on page 15, 23, and elsewhere that the sponsor transferred 10,000 founder shares
to each of your independent directors at the original per share purchase price. Please revise to include this information on the cover
page. Please refer to Item 1602(a)(3) of Regulation S-K.

 Response : The Company acknowledges the Staff's
comment and has added the disclosure on the cover page of the Amendment No. 1 to the Registration Statement.

 Exhibits

 2. We note your revised disclosure in the registration statement that you intend to reimburse the sponsor
$2,500 a month for administrative costs, etc. The administrative services agreement filed as Ex. 10.8 describes the reimbursement sum
as $5,000 a month. Please revise to address this discrepancy or advise.

 Response : The Company acknowledges the Staff's
comment and has replaced and revised the Ex. 10.8 to the Amendment No. 1 to Registration Statement.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or David E. Fleming
at dfleming@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Richard N. Massey

 Richard N. Massey, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

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

 Re: Jena Acquisition Corporation II
 Registration Statement on Form S-1
 Filed May 12, 2025
 File No. 333-287198
Dear Richard N. Massey:

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We note your disclosure on page 15, 23, and elsewhere that the sponsor
transferred
 10,000 founder shares to each of your independent directors at the
original per share
 purchase price. Please revise to include this information on the cover
page. Please
 refer to Item 1602(a)(3) of Regulation S-K.
Exhibits

2. We note your revised disclosure in the registration statement that you
intend to
 reimburse the sponsor $2,500 a month for administrative costs, etc. The
administrative
 services agreement filed as Ex. 10.8 describes the reimbursement sum as
$5,000 a
 month. Please revise to address this discrepancy or advise.
 May 15, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 12, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Pam Howell

 Re: Jena Acquisition Corporation II

 Draft Registration Statement on Form S-1

 Submitted April 7, 2025

 CIK No. 0002060337

 Dear Ms. De Lorenzo and Ms. Howell:

 Jena Acquisition Corporation
II (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on May 1, 2025 (" Comment Letter ")
relating to the Draft Registration Statement on Form S-1, submitted by the Company with the Commission on April 7, 2025.

 The Company has publicly filed
via EDGAR its Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's
responses to the Comment Letter received from the Staff and certain updated information. For the Staff's convenience, we have repeated
below the Staff's comments in bold and have followed each comment with the Company's response.

 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.

 Response : The Company acknowledges the Staff's
comment and has added the disclosure on page 12 of the Registration Statement.

 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.

 Response : The Company acknowledges the Staff's
comment and has revised the disclosure on page 66 of the Registration Statement.

 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 .

 Response : The Company acknowledges the Staff's
comment and has revised the disclosure on page 98 of the Registration Statement.

 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.

 Response : The Company acknowledges the Staff's
comment and has added the disclosure on page 157 of the Registration Statement.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or David E. Fleming
at dfleming@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Richard N. Massey

 Richard N. Massey, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>