IPO and Financing - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Units at a price of $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at a purchase price of $1.00 per warrant[23]. - A total of $300,150,000, including $292,930,000 from the IPO and $7,220,000 from the Private Placement, was placed in a Trust Account[24]. - The company has not secured third-party financing and there is no assurance it will be available[56]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the Trust Account[57]. - The company may issue additional securities or incur debt if additional financing is required for the initial Business Combination[57]. - The company has access to approximately $553,972 from the Initial Public Offering proceeds to cover potential claims, with liquidation costs estimated at no more than $100,000[101]. - The company has incurred transaction costs of $20,196,742 related to the IPO, which included a cash underwriting fee of $5,220,000 and a Deferred Fee of $14,289,750[161]. Business Combination Requirements - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - The company is subject to Nasdaq rules requiring SPACs to complete their initial Business Combination within 36 months to avoid delisting[26]. - The Nasdaq Rules require that the company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[42]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and other financing methods, potentially involving financially unstable or early-stage businesses[39]. - Public Shareholders will have the opportunity to redeem their shares upon the completion of the initial Business Combination, either through a general meeting or a tender offer[40]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at an estimated price of approximately $10.25 per share as of December 31, 2025[41]. - The company intends to target businesses with enterprise values greater than the net proceeds of its Initial Public Offering and Private Placement[57]. Management and Team Experience - The management team has extensive experience in the fintech and digital asset sectors, which will aid in identifying and acquiring a suitable business[27]. - The management team and advisors have participated in multiple SPAC transactions, with varying levels of success and redemption rates[31][32]. - Julian M. Sevillano has extensive experience in digital assets, having served as CEO and Chairman since inception, and previously held leadership roles at Visa and IBM, focusing on risk and compliance in financial services[192]. - Jurgen van de Vyver, the CFO, has been involved in raising $230 million for multiple blank check companies, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., focusing on healthcare and technology sectors[193]. - The leadership team has a strong background in fintech, digital assets, and venture capital, positioning the company for strategic growth and market expansion[192][198]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets as the number of SPACs rises, which could lead to higher costs or an inability to find suitable targets[116]. - The lack of diversification may pose risks as the company's success may depend entirely on the performance of a single business post-Business Combination[58]. - There is substantial doubt about the company's ability to continue as a "going concern," which could impact its financial stability[120]. - The share price of the post-Business Combination company may be lower than the Redemption Price of Public Shares, affecting shareholder value[120]. - The company may encounter complex tax obligations as a result of the Business Combination, which could be burdensome for shareholders[123]. - Geopolitical conditions, such as the Russia-Ukraine conflict and tensions in the Middle East, could adversely affect the company's ability to find a target business for the initial Business Combination[129]. - Ongoing global conflicts and sanctions may lead to market disruptions, affecting the company's search for a suitable Business Combination[132]. Shareholder Rights and Redemption - Shareholders may not have the ability to approve the initial Business Combination, as redemptions can occur without a shareholder vote under certain conditions[62]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The redemption process will remain open for at least 20 business days following the public announcement of the initial Business Combination[81]. - If the initial Business Combination is not approved, any Public Shares delivered for redemption will be returned to the shareholders[90]. Financial Performance - The company generated a net income of $6,877,026 for the period from January 13, 2025, through December 31, 2025, primarily from interest earned on cash and marketable securities held in the Trust Account[160]. - As of December 31, 2025, the company had approximately $307,783,710 in cash and marketable securities in the Trust Account, including about $7,633,710 of interest income[163]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a result of being a public company[159]. - The company has no long-term debt or capital lease obligations, indicating a low leverage position[170]. Governance and Compliance - The Board of Directors consists of five members, with a three-year term for each class of directors[206]. - The Audit Committee is composed of independent members, ensuring compliance with Nasdaq and SEC rules[208]. - The Compensation Committee is responsible for overseeing executive compensation and ensuring compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, which will be disclosed if any amendments are made[217]. - There are no material legal proceedings involving any director or executive officer in the last ten years[205].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 Units at a price of $10.00 per Unit[117]. - The company incurred transaction costs of $20,196,742 related to the IPO, which included a cash underwriting fee of $5,220,000 and a Deferred Fee of $14,289,750[124]. Financial Performance - The company generated net income of $3,000,988 for the three months ended September 30, 2025, primarily from interest earned on marketable securities held in the Trust Account[123]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a public company[122]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[143]. Trust Account and Cash Management - As of September 30, 2025, the company had cash and marketable securities in the Trust Account totaling approximately $304,812,813, including about $4,662,813 of interest income[126]. - As of September 30, 2025, the company had cash held outside the Trust Account of approximately $762,861, primarily for identifying and evaluating target businesses[129]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[127]. Business Combination and Operational Plans - The company has until May 19, 2027, to complete its Business Combination, or it will cease operations and liquidate[120]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[138]. - The company may seek Working Capital Loans from the Sponsor or affiliates to fund operational needs, with up to $1,500,000 convertible into warrants at a price of $1.00 per warrant[132]. Accounting and Regulatory Matters - The FASB issued ASU 2024-03, requiring additional disclosures about specific expense categories, effective for fiscal years beginning after December 15, 2026[144]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[145]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[146]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[142]. Debt and Expenses - The company has no long-term debt or capital lease obligations, with administrative service fees of $12,500 per month incurred under an Administrative Services Agreement[134].

[PART I. FINANCIAL INFORMATION](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed financial statements and management's discussion and analysis for the period [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements of Wen Acquisition Corp for the period ended June 30, 2025, including the balance sheet, statements of operations, changes in shareholders' deficit, and cash flows, along with comprehensive notes detailing the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, and fair value measurements [Unaudited Condensed Balance Sheet](index=7&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of June 30, 2025 | Assets/Liabilities/Equity | Amount (USD) | | :------------------------ | :----------- | | **Assets:** | | | Cash | $921,309 | | Total current asset | $1,106,375 | | Cash and marketable securities held in Trust Account | $301,553,603 | | Total Assets | $302,730,914 | | **Liabilities:** | | | Total Current Liabilities | $112,220 | | Deferred underwriting fee payable | $14,289,750 | | Total Liabilities | $14,401,970 | | Class A Ordinary Shares subject to possible redemption | $301,553,603 | | **Shareholders' Deficit:**| | | Accumulated deficit | $(13,225,409)| | Total Shareholders' Deficit | $(13,224,659)| | Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $302,730,914 | [Unaudited Condensed Statements of Operations](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net income for the three months and period ended June 30, 2025 | Item | For the Three Months Ended June 30, 2025 (USD) | For the Period from January 13, 2025 (Inception) Through June 30, 2025 (USD) | | :-------------------------------------------- | :--------------------------------------------- | :--------------------------------------------------------------------------- | | General and administrative costs | $228,973 | $272,917 | | Loss from operations | $(228,973) | $(272,917) | | Interest earned on cash and marketable securities held in Trust Account | $1,403,603 | $1,403,603 | | Net income | $1,174,630 | $1,130,686 | | Basic net income per ordinary share, Class A Ordinary Shares | $0.06 | $0.08 | | Diluted net income per ordinary share, Class A Ordinary Shares | $0.05 | $0.08 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=9&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines the changes in the company's shareholders' deficit from inception through June 30, 2025 | Item | Balance – January 13, 2025 (inception) (USD) | Balance – March 31, 2025 (USD) | Balance – June 30, 2025 (USD) | | :-------------------------------------------- | :----------------------------------------- | :----------------------------- | :---------------------------- | | Class B Ordinary Shares (Amount) | $0 | $750 | $750 | | Additional Paid-in Capital | $0 | $24,250 | $0 | | Accumulated Deficit | $0 | $(43,944) | $(13,225,409) | | Total Shareholders' Deficit | $0 | $(18,944) | $(13,224,659) | | Sale of Private Placement Warrants | N/A | N/A | $7,220,000 | | Fair value of Public Warrants at issuance | N/A | N/A | $2,641,320 | | Accretion for Class A Ordinary Shares to redemption amount | N/A | N/A | $(24,047,939) | | Net income | N/A | N/A | $1,174,630 | [Unaudited Condensed Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities | Cash Flow Category | For the Period from January 13, 2025 (Inception) Through June 30, 2025 (USD) | | :-------------------------------------- | :--------------------------------------------------------------------------- | | Net cash used in operating activities | $(405,651) | | Net cash used in investing activities | $(300,150,000) | | Net cash provided by financing activities | $301,476,960 | | Net Change in Cash | $921,309 | | Cash – End of period | $921,309 | [Notes to Unaudited Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, IPO, related party transactions, and financial instrument valuations [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=11&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) This note outlines the company's formation, purpose as a blank check company, IPO details, and initial financial activities - Wen Acquisition Corp is a blank check company incorporated on January 13, 2025, for the purpose of effecting a Business Combination, and as of June 30, 2025, has not commenced operations, generating non-operating income from interest on Trust Account investments[23](index=23&type=chunk)[24](index=24&type=chunk) - The company consummated its Initial Public Offering (IPO) on May 19, 2025, selling **30,015,000 units at $10.00 per unit**, generating gross proceeds of **$300,150,000**, including the full exercise of the over-allotment option[25](index=25&type=chunk) - Simultaneously with the IPO, **7,220,000 Private Placement Warrants** were sold to the Sponsor and Cantor Fitzgerald & Co. at **$1.00 per warrant**, totaling **$7,220,000**[26](index=26&type=chunk) - Transaction costs for the IPO amounted to **$20,196,742**, comprising a **$5,220,000 cash underwriting fee**, **$14,289,750 deferred underwriting fee**, and **$686,992 in other offering costs**[27](index=27&type=chunk) - A total of **$300,150,000** from the IPO and Private Placement proceeds is held in a Trust Account, primarily invested in U.S. government treasury obligations, to be released upon the completion of a Business Combination or redemption of Public Shares[30](index=30&type=chunk) [NOTE 2 — Significant Accounting Policies](index=14&type=section&id=NOTE%202%20%E2%80%94%20Significant%20Accounting%20Policies) This note describes the key accounting principles and methods applied in preparing the financial statements - The company is an 'emerging growth company' under the JOBS Act, electing to use the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[44](index=44&type=chunk)[45](index=45&type=chunk) - As of June 30, 2025, the company had **cash of $921,309** and no cash equivalents[48](index=48&type=chunk) - Substantially all assets in the Trust Account (**$301,553,603**) are held in U.S. government securities, classified as held-to-maturity and recorded at amortized cost[49](index=49&type=chunk) - Interest earned from the Trust Account for the three months ended June 30, 2025, and from inception through June 30, 2025, was **$1,403,603**[50](index=50&type=chunk) - The company classifies Public Warrants and Private Placement Warrants under equity treatment at their assigned values, with no subsequent fair value remeasurement[58](index=58&type=chunk) - Class A Ordinary Shares subject to possible redemption are presented as temporary equity at their redemption value of **$301,553,603** as of June 30, 2025[60](index=60&type=chunk) [Note 3 — Initial Public Offering](index=20&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the terms and proceeds of the company's Initial Public Offering, including units and warrants - On May 19, 2025, the Company sold **30,015,000 Units at $10.00 per Unit**, totaling **$300,150,000**, which included the full exercise of the Over-Allotment Option for **3,915,000 Option Units**[66](index=66&type=chunk) - Each Unit consists of one Public Share and one-half of one redeemable Public Warrant, with each whole Public Warrant exercisable for one Class A Ordinary Share at **$11.50**[66](index=66&type=chunk) [Note 4 — Private Placement](index=20&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of warrants to the Sponsor and Cantor, including terms and restrictions - Simultaneously with the IPO, the Sponsor and Cantor purchased **7,220,000 Private Placement Warrants at $1.00 each**, for an aggregate of **$7,220,000**[67](index=67&type=chunk) - The Private Placement Warrants are similar to Public Warrants but have transfer restrictions, registration rights, and Cantor's warrants are not exercisable more than five years from the IPO sales commencement[68](index=68&type=chunk) [Note 5 — Related Party Transactions](index=21&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions and agreements between the company and its related parties, including the Sponsor - The Sponsor holds **7,503,750 Class B Ordinary Shares (Founder Shares)**, initially purchased for **$25,000**, with **978,750 Founder Shares** previously subject to forfeiture released due to the full exercise of the Over-Allotment Option[71](index=71&type=chunk) - The IPO Promissory Note, under which the Sponsor loaned up to **$300,000**, was fully repaid by May 20, 2025, and is no longer available[73](index=73&type=chunk) - The company pays an affiliate of the Sponsor **$12,500 per month** for administrative services, incurring and paying **$18,750** for these services through June 30, 2025[74](index=74&type=chunk) - No Working Capital Loans were outstanding as of June 30, 2025, though the Sponsor or affiliates may loan funds up to **$1,500,000**, convertible into warrants, to finance Business Combination costs[75](index=75&type=chunk) [Note 6 — Commitments and Contingencies](index=22&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, potential risks, and registration rights for certain securities - The company's ability to complete a Business Combination faces risks from various factors, including changes in laws, economic conditions, and geopolitical instability[77](index=77&type=chunk) - Holders of Founder Shares, Private Placement Warrants, and potential Working Capital Loan warrants have registration rights, allowing them to demand the company register their securities[78](index=78&type=chunk) - The underwriters fully exercised their Over-Allotment Option on May 19, 2025, for **3,915,000 Option Units**[79](index=79&type=chunk) - A deferred underwriting fee of **$14,289,750** is payable to the underwriters upon completion of the initial Business Combination[80](index=80&type=chunk) [Note 7 — Shareholders' Deficit](index=22&type=section&id=Note%207%20%E2%80%94%20Shareholders'%20Deficit) This note details the composition of shareholders' deficit, including ordinary shares and voting rights - As of June 30, 2025, there were no preference shares issued or outstanding, and no Class A Ordinary Shares issued or outstanding, excluding **30,015,000 shares** subject to possible redemption[81](index=81&type=chunk)[82](index=82&type=chunk) - The Sponsor holds **7,503,750 Class B Ordinary Shares**, which will automatically convert to Class A Ordinary Shares upon or after the Business Combination, subject to adjustment[84](index=84&type=chunk)[85](index=85&type=chunk) - Holders of Class B Ordinary Shares have exclusive voting rights on director appointments/removals and continuation in a different jurisdiction prior to the Business Combination[86](index=86&type=chunk) [Note 8 — Fair Value Measurements](index=24&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note explains the valuation methodologies and classifications for financial instruments, including Trust Account assets and warrants - As of June 30, 2025, U.S. Treasury Bills held in the Trust Account, valued at **$301,553,131**, are classified as Level 1 fair value measurements[96](index=96&type=chunk) - The fair value of Public Warrants was **$2,641,320 ($0.176 per warrant)**, determined using a Monte Carlo Simulation Model with a volatility of **5.2%**, risk-free rate of **4.17%**, stock price of **$10.29**, and weighted term of **7.01 years**[100](index=100&type=chunk) [Note 9 — Segment Information](index=26&type=section&id=Note%209%20%E2%80%94%20Segment%20Information) This note clarifies that the company operates as a single reportable segment under its Chief Operating Decision Maker - Management has determined that the company operates as a single reportable segment, with the Chief Financial Officer acting as the Chief Operating Decision Maker (CODM)[102](index=102&type=chunk) [Note 10 — Subsequent Events](index=26&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) This note confirms the evaluation of events occurring after the balance sheet date, with no material adjustments required - The company evaluated subsequent events up to the financial statements issuance date and identified no events requiring adjustment or disclosure[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides an overview of Wen Acquisition Corp's financial condition and results of operations, highlighting its status as a blank check company, its IPO and private placement activities, and its focus on identifying a Business Combination target. It details the company's net income, liquidity, capital resources, and contractual obligations, while also discussing potential risks related to the Combination Period and Nasdaq listing requirements [Overview](index=27&type=section&id=Overview) This section provides a high-level summary of the company's purpose, IPO, and anticipated operational challenges - Wen Acquisition Corp is a blank check company formed on January 13, 2025, to effect a Business Combination, utilizing proceeds from its IPO and private placement[107](index=107&type=chunk) - The company anticipates incurring significant costs in pursuit of acquisition plans and faces risks related to extending the Combination Period, which could impact its Trust Account and Nasdaq listing[108](index=108&type=chunk)[109](index=109&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on net income and non-operating revenues and expenses - The company has not generated operating revenues to date, with activities focused on organizational tasks, the IPO, and identifying acquisition candidates[110](index=110&type=chunk) | Period | Net Income (USD) | Interest Earned on Trust Account (USD) | General and Administrative Costs (USD) | | :---------------------------------------------- | :--------------- | :------------------------------------- | :------------------------------------- | | Three months ended June 30, 2025 | $1,174,630 | $1,403,603 | $228,973 | | Inception (Jan 13, 2025) through June 30, 2025 | $1,130,686 | $1,403,603 | $272,917 | [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, funding sources, and capital allocation for business combination activities - The IPO Promissory Note of up to **$300,000** from the Sponsor was fully repaid and is no longer available[112](index=112&type=chunk) - The IPO generated **$300,150,000** gross proceeds, and the Private Placement generated **$7,220,000**, with **$300,150,000** placed in the Trust Account[113](index=113&type=chunk)[114](index=114&type=chunk) - As of June 30, 2025, the Trust Account held **$301,553,603** (including **$1,403,603 interest income**) in short-term U.S. Treasury securities[116](index=116&type=chunk) - The company had **$921,309** in cash outside the Trust Account as of June 30, 2025, used for identifying and evaluating target businesses[117](index=117&type=chunk) - Working Capital Loans from the Sponsor or affiliates, up to **$1,500,000**, may be used to finance transaction costs and are convertible into warrants if a Business Combination is completed[118](index=118&type=chunk) [Off-Balance Sheet Arrangements](index=29&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any material off-balance sheet arrangements as of the reporting date - As of June 30, 2025, the company had no off-balance sheet arrangements, such as unconsolidated entities, financial partnerships, or guaranteed debts[120](index=120&type=chunk) [Contractual Obligations](index=29&type=section&id=Contractual%20Obligations) This section details the company's significant contractual commitments, including administrative fees and deferred underwriting fees - The company has an Administrative Services Agreement to pay an affiliate of the Sponsor **$12,500 per month** for office space and support, with **$18,750** incurred and paid through June 30, 2025[121](index=121&type=chunk) - A deferred underwriting fee of **$14,289,750** is payable to the underwriters upon the completion of the initial Business Combination[123](index=123&type=chunk) [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates) This section states that the company has no critical accounting estimates requiring disclosure as of the reporting period - As of June 30, 2025, the company did not have any critical accounting estimates to disclose[124](index=124&type=chunk) [Recent Accounting Standards](index=29&type=section&id=Recent%20Accounting%20Standards) This section outlines the company's evaluation of new accounting pronouncements and their potential impact - The company is evaluating the impact of ASU 2024-03, effective for fiscal years beginning after December 15, 2026, which requires additional expense category disclosures[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk.](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk.) As a smaller reporting company, Wen Acquisition Corp is not required to provide quantitative and qualitative disclosures regarding market risk in this report - The company is a smaller reporting company and is not required to provide market risk disclosures[127](index=127&type=chunk) [Item 4. Controls and Procedures.](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section details the evaluation of Wen Acquisition Corp's disclosure controls and procedures, concluding their effectiveness as of June 30, 2025, while acknowledging inherent limitations. It also states that there have been no changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section assesses the effectiveness of the company's disclosure controls and procedures as of June 30, 2025 - The company's Certifying Officers concluded that disclosure controls and procedures were effective as of June 30, 2025[128](index=128&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance due to inherent limitations and resource constraints[129](index=129&type=chunk) [Changes in Internal Control over Financial Reporting](index=30&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports that there were no material changes in internal control over financial reporting during the period - No changes in internal control over financial reporting were applicable for the period[130](index=130&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, use of proceeds, and other disclosures relevant to the company's operations [Item 1. Legal Proceedings.](index=31&type=section&id=Item%201.%20Legal%20Proceedings.) Wen Acquisition Corp's management is not aware of any material litigation currently pending or contemplated against the company, its officers, or directors - There is no material litigation currently pending or contemplated against the company or its officers/directors[133](index=133&type=chunk) [Item 1A. Risk Factors.](index=31&type=section&id=Item%201A.%20Risk%20Factors.) As a smaller reporting company, Wen Acquisition Corp refers to previously filed risk factors but highlights new risks, including the potential for reduced Trust Account funds if the Combination Period is extended, the risk of Nasdaq delisting if a Business Combination is not completed by May 15, 2028, and the possibility that the post-Business Combination share price may fall below the redemption price. Additionally, certain agreements related to the IPO can be amended or waived without shareholder approval, potentially benefiting the Sponsor or management - The company is a smaller reporting company and refers to risk factors in previous filings, but also highlights new risks[134](index=134&type=chunk) - Extending the Combination Period could reduce Trust Account funds and adversely affect the ability to consummate a Business Combination or maintain Nasdaq listing[135](index=135&type=chunk) - Failure to complete a Business Combination by May 15, 2028, could lead to Nasdaq trading suspension and delisting, negatively impacting securities trading and future financing[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - There is no assurance that the share price of the post-Business Combination company will be greater than the Redemption Price (**$10.05 per Public Share** as of June 30, 2024)[141](index=141&type=chunk)[142](index=142&type=chunk) - Agreements related to the IPO, such as the Underwriting Agreement and Letter Agreement, can be amended or waived without shareholder approval, potentially benefiting the Sponsor, officers, and/or directors[143](index=143&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the unregistered sale of Private Placement Warrants and the use of proceeds from both the IPO and the private placement. It confirms that $300,150,000 was placed in the Trust Account, with remaining funds used for identifying and negotiating a Business Combination, and that there has been no material change in the planned use of proceeds [Unregistered Sales of Equity Securities](index=33&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) This section details the private placement of warrants and the legal basis for their unregistered sale - The company sold **7,220,000 Private Placement Warrants** to the Sponsor and Cantor at **$1.00 per warrant**, generating **$7,220,000**, pursuant to Section 4(a)(2) of the Securities Act[144](index=144&type=chunk) [Use of Proceeds](index=34&type=section&id=Use%20of%20Proceeds) This section explains how the proceeds from the IPO and private placement are allocated and utilized - The IPO generated **$300,150,000** gross proceeds from **30,015,000 Units**, including the full exercise of the Over-Allotment Option[145](index=145&type=chunk) - A total of **$300,150,000** from the IPO and Private Placement was placed in the Trust Account, invested in U.S. government securities or money market funds[147](index=147&type=chunk) - Remaining proceeds outside the Trust Account are used to identify, negotiate, and consummate the initial Business Combination[148](index=148&type=chunk) - There has been no material change in the planned use of proceeds from the IPO and Private Placement[148](index=148&type=chunk) [Purchases of Equity Securities by the Issuer and Affiliated Purchasers](index=34&type=section&id=Purchases%20of%20Equity%20Securities%20by%20the%20Issuer%20and%20Affiliated%20Purchasers) This section confirms no equity security purchases by the issuer or affiliated parties during the reporting period - There were no purchases of equity securities by the issuer or affiliated purchasers during the period[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) Wen Acquisition Corp reported no defaults upon senior securities - No defaults upon senior securities were reported[150](index=150&type=chunk) [Item 4. Mine Safety Disclosures.](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) Mine safety disclosures are not applicable to Wen Acquisition Corp - Mine safety disclosures are not applicable[150](index=150&type=chunk) [Item 5. Other Information.](index=34&type=section&id=Item%205.%20Other%20Information.) This section confirms that no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter, and no additional information is provided [Trading Arrangements](index=34&type=section&id=Trading%20Arrangements) This section confirms no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2025[151](index=151&type=chunk) [Additional Information](index=34&type=section&id=Additional%20Information) This section states that no further information is provided beyond the specified disclosures - No additional information is provided in this section[152](index=152&type=chunk) [Item 6. Exhibits.](index=35&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed as part of, or incorporated by reference into, the report, including key agreements, certifications, and XBRL documents - The report includes a list of exhibits such as the Underwriting Agreement, Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Registration Rights Agreement, Private Placement Warrants Purchase Agreements, Letter Agreement, Administrative Services Agreement, and various certifications[154](index=154&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) This section provides the official signatures of the company's authorized officers, certifying the report's accuracy - The report is signed by Julian Sevillano, Chief Executive Officer and Director, and Jurgen van de Vyver, Chief Financial Officer, on August 14, 2025[160](index=160&type=chunk)

Financial Performance - The company reported a net loss of $43,944 for the period from January 13, 2025, through March 31, 2025, primarily due to general and administrative costs [104]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on May 19, 2025, raising gross proceeds of $300,150,000 from the sale of 30,015,000 units at $10.00 per unit [108]. - Transaction costs associated with the IPO amounted to $20,196,742, which included a cash underwriting fee of $5,220,000 and a deferred underwriting fee of $14,289,750 [109]. - A total of $300,150,000 was placed in the Trust Account following the IPO, which will be used to complete the Business Combination [109]. - The company intends to use substantially all funds in the Trust Account for the Business Combination, with remaining proceeds allocated for working capital and growth strategies [110]. Business Combination - The company may seek to extend the Completion Window for the Business Combination, which would require public shareholder approval [102]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination [101]. - The company has incurred significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination [100]. - The company does not expect to generate operating revenues until after the completion of its Business Combination [103]. Financial Position - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [114].

As filed with the Securities and Exchange Commission on April 30, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––––––––––––––––––––– FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––––– Wen Acquisition Corp (Exact name of registrant as specified in its charter) –––––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | ...