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].