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 $10.00 per Unit[22]. - An additional $7,220,000 was generated from the sale of 7,220,000 Private Placement Warrants at $1.00 each, bringing total gross proceeds to $307,370,000[23]. - The total amount of $300,150,000 from the IPO and Private Placement was placed in a Trust Account maintained by Continental[24]. - 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[161]. - The Underwriters exercised the Over-Allotment Option to purchase an additional 3,000,000 Option Units at a price of $10.00 per unit[171]. - The Underwriters are entitled to a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the IPO[172]. - As of December 31, 2025, the Trust Account held approximately $307,783,710, including $7,633,710 of interest income, which is primarily invested in money market funds and Treasury securities[163]. - 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]. Business Combination Strategy - The company is focused on pursuing Business Combinations primarily in the fintech sector, particularly those enabling digital assets through blockchain integration[21]. - The company aims to complete its initial Business Combination using cash from its Initial Public Offering and Private Placement, along with other financing methods[39]. - The company anticipates structuring its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[43]. - The company is open to pursuing Business Combinations outside of the fintech and digital asset sectors, although its expertise may not directly apply[27]. - The evaluation process for potential targets includes due diligence reviews, meetings with management, and financial assessments to ensure alignment with acquisition criteria[36]. - The company is focusing its search for target businesses on infrastructure companies in the financial technology sector that enable digital assets[153]. - The company is actively seeking business combination targets in healthcare, technology, and blockchain sectors through its SPAC initiatives[193][199]. Management and Team Experience - The Management Team, led by CEO Julian M. Sevillano and CFO Jurgen van de Vyver, has extensive experience in fintech and digital assets, which is crucial for identifying potential acquisition targets[25]. - 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 Promontory[192]. - Jurgen van de Vyver, the CFO, has been with the company since inception and has overseen multiple SPACs, including Launch One Acquisition Corp. and Launch Two Acquisition Corp., both raising $230 million in their IPOs[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]. - Advisors assist in sourcing and negotiating business combination targets but have no fiduciary obligations to the company[203]. Shareholder and Redemption Rights - The company must complete its initial Business Combination by May 19, 2027, or face termination and distribution of Trust Account funds[25]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at approximately $10.25 per share, based on the Trust Account balance as of December 31, 2025[41]. - The redemption price for Public Shareholders upon completion of the initial Business Combination is set at $10.25 per Public Share, calculated based on the aggregate amount in the Trust Account[72]. - The company requires Public Shareholders to redeem their Public Shares at a price no higher than the price offered through the redemption process[75]. - A quorum for the shareholder meeting requires at least one-third of the 30,150,000 Public Shares to be represented, which is 11,255,626 shares or 37.33%[78]. - The company has a limitation that a Public Shareholder can only seek redemption rights for a maximum of 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The company intends to require Public Shareholders to submit a written request for redemption two business days prior to the scheduled vote on the initial Business Combination[83]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[90]. Risks and Challenges - The company may face increased competition for attractive Business Combination targets, which could raise costs and hinder its ability to find suitable opportunities[116]. - The lack of business diversification may pose risks to the company's success, as it 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 post-Business Combination[120]. - The company may face challenges in maintaining control of a target business after the initial Business Combination, which could impact operational profitability[123]. - Geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, could materially affect the company's ability to find a target business[129]. - Ongoing conflicts and sanctions may lead to market disruptions, affecting commodity prices and overall economic stability, which could impact the company's operations[130]. - The company may need to liquidate investments in the Trust Account to avoid being deemed an investment company, which could result in lower interest earnings for Public Shareholders[125]. Corporate Governance and Compliance - The Board of Directors consists of five members, with terms of three years 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 oversees executive compensation and compliance with legal and regulatory requirements[211]. - The company has adopted a Code of Ethics, with amendments disclosed on its website[217]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions under the JOBS Act[111]. - The company is considered a "controlled company" under Nasdaq rules, which may exempt it from certain corporate governance requirements[115]. Financial Position and Future Outlook - The company has no operating history or revenues, which limits shareholders' ability to evaluate its business objectives, specifically the completion of an initial Business Combination[116]. - 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 strong balance sheet position[170]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[169]. - The company has access to approximately $100,000 to cover costs and expenses related to its liquidation, which may not be sufficient if claims exceed this amount[101]. - The company has not secured third-party financing and cannot assure that it will be available for the initial Business Combination[56].

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 $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][136]. Financial Position - 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][127]. - As of September 30, 2025, the company had cash held outside the Trust Account of approximately $762,861, used for identifying and evaluating target businesses[129]. - 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]. Income and Revenue - For the three months ended September 30, 2025, the company reported a net income of $3,000,988, primarily from interest earned on marketable securities held in the Trust Account[123]. - The company has not generated any operating revenues to date and will not do so until after completing its initial Business Combination[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]. Business Combination and Operations - The company has until May 19, 2027, to complete a Business Combination, or it will cease operations and liquidate[120]. - The company may seek to extend the Combination Period with shareholder approval, which could affect its ability to maintain its listing on Nasdaq[121]. - 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]. Future Expectations and Compliance - The company expects to incur increased expenses as a public company, including legal and compliance costs, as well as due diligence expenses[122]. - 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]. Equity Classification - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[142].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed financial statements for Wen Acquisition Corp, covering Balance Sheet, Operations, Equity, and Cash Flows, with key notes for the period ended June 30, 2025 [Unaudited Condensed Balance Sheet](index=7&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202025) | Assets: | | | :--- | :--- | | Current asset | | | Cash | $ 921,309 | | Prepaid expenses | 108,756 | | Prepaid insurance | 76,310 | | Total current asset | 1,106,375 | | Prepaid insurance – long-term | 70,936 | | Cash and marketable securities held in Trust Account | 301,553,603 | | **Total Assets** | **$302,730,914** | | Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit: | | | Accrued expenses | $ 18,673 | | Accrued offering expenses | 88,092 | | Due to Sponsor | 5,455 | | 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, 30,015,000 shares at a redemption value of $10.05 per share | 301,553,603 | | Shareholders' Deficit | | | Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | — | | Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding, excluding 30,015,000 shares subject to possible redemption | — | | Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,503,750 shares issued and outstanding | 750 | | Additional paid-in capital | — | | 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%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20for%20the%20period%20from%20January%2013%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) | | | For the Three Months Ended June 30, 2025 | | For the Period from January 13, 2025 (Inception) Through June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | General and administrative costs | $ | 228,973 | $ | 272,917 | | Loss from operations | | (228,973) | | (272,917) | | Other income (expense): | | | | | | Interest earned on cash and marketable securities held in Trust Account | | 1,403,603 | | 1,403,603 | | Other income, net | | 1,403,603 | | 1,403,603 | | **Net income** | **$** | **1,174,630** | **$** | **1,130,686** | | Basic weighted average shares outstanding of Class A Ordinary Shares | | 14,007,000 | | 7,503,750 | | Basic net income per ordinary share, Class A Ordinary Shares | $ | 0.06 | $ | 0.08 | | Diluted weighted average shares outstanding of Class A Ordinary Shares | | 14,007,000 | | 7,503,750 | | Diluted net income per ordinary share, Class A Ordinary Shares | $ | 0.05 | $ | 0.08 | | Basic weighted average shares outstanding of Class B Ordinary Shares | | 6,981,750 | | 6,769,688 | | Basic net income per ordinary share, Class B Ordinary Shares | $ | 0.06 | $ | 0.08 | | Diluted weighted average shares outstanding of Class B Ordinary Shares | | 7,503,750 | | 7,497,924 | | Diluted net income per ordinary share, Class B 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%27%20Deficit%20for%20the%20three%20months%20ended%20and%20for%20the%20period%20from%20January%2013%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) | | Class A Ordinary Shares | | Class B Ordinary Shares | | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance — January 13, 2025 (inception) | — $ | — | — $ | — $ | — $ | — $ | — | | Class B Ordinary Shares to Sponsor | — | — | 7,503,750 | 750 | 24,250 | — | 25,000 | | Net loss | — | — | — | — | — | (43,944) | (43,944) | | Balance – March 31, 2025 | — | — | 7,503,750 | 750 | 24,250 | (43,944) | (18,944) | | Sale of 7,220,000 Private Placement Warrants | — | — | — | — | 7,220,000 | — | 7,220,000 | | Fair value of Public Warrants at issuance | — | — | — | — | 2,641,320 | — | 2,641,320 | | Allocated value of transaction costs to Class A Ordinary Shares | — | — | — | — | (193,726) | — | (193,726) | | Accretion for Class A Ordinary Shares to redemption amount | — | — | — | — | (9,691,844) | (14,356,095) | (24,047,939) | | Net income | — | — | — | — | — | 1,174,630 | 1,174,630 | | **Balance – June 30, 2025** | **— $** | **—** | **7,503,750 $** | **750 $** | **— $** | **(13,225,409) $** | **(13,224,659)** | [Unaudited Condensed Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20period%20from%20January%2013%2C%202025%20%28inception%29%20through%20June%2030%2C%202025) | Cash Flows from Operating Activities: | | | :--- | :--- | | Net income | $ 1,130,686 | | Adjustments to reconcile net income to net cash used in operating activities: | | | Payment of general and administrative costs through promissory note | 53,670 | | Payment of general and administrative costs through due to sponsor | 5,455 | | Interest earned on cash and marketable securities held in Trust Account | (1,403,603) | | Changes in operating assets and liabilities: | | | Prepaid expenses | (63,286) | | Prepaid insurance | (147,246) | | Accrued expenses | 18,673 | | **Net cash used in operating activities** | **(405,651)** | | Cash Flows from Investing Activities: | | | Investment of cash into Trust Account | (300,150,000) | | **Net cash used in investing activities** | **(300,150,000)** | | Cash Flows from Financing Activities: | | | Proceeds from sale of Units, net of underwriting discounts paid | 294,929,999 | | Proceeds from sale of Private Placements Warrants | 7,220,000 | | Repayment of IPO Promissory Note - related party | (300,000) | | Payment of offering costs | (373,039) | | **Net cash provided by financing activities** | **301,476,960** | | **Net Change in Cash** | **921,309** | | Cash – Beginning of period | — | | **Cash – End of period** | **$ 921,309** | | Non-Cash

Company Overview - Wen Acquisition Corp is a blank check company formed to effect mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [2] - The primary focus of the company will be on infrastructure companies in the financial technology (fintech) sector, particularly those enabling digital assets like stablecoins through the integration of blockchain networks into traditional financial systems [2] Trading Information - Starting July 7, 2025, holders of units sold in the initial public offering can separately trade the Class A ordinary shares and warrants included in the units [1] - The separated Class A ordinary shares and warrants will trade on the Nasdaq Global Market under the symbols "WENN" and "WENNW," respectively, while units not separated will continue to trade under the symbol "WENNU" [1]

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]. - The company has not generated any revenues to date and does not expect to do so until after the completion of the Business Combination [103]. Initial Public Offering (IPO) - The company completed its Initial Public Offering 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 Initial Public Offering 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 Initial Public Offering, 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 and any remaining proceeds for working capital to finance operations of the target business [110]. Financial Obligations and Risks - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [114]. - The company may need to raise additional funds if the costs of identifying a target business exceed estimates, which could impact operations prior to the Business Combination [113]. - The company incurred monthly fees of $12,500 for office space and administrative support, which will cease upon completion of the Business Combination [115]. Regulatory Environment - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination [101].

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 | ...