Filed 2026-03-26 · Period ending 2025-12-31 · 53,545 words · SEC EDGAR
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# WEN Acquisition Corp (WENN) — 10-K
**Filed:** 2026-03-26
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-034867
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2057043/000121390026034867/)
**Origin leaf:** 7fd64f508ebbd57a1ab87bbce2fd208bb85aad2d685cb0649dc49104398ea57f
**Words:** 53,545
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**
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
****
| (Mark One) | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | |
| For the fiscal year ended December 31, 2025 | |
| | |
| or | |
| | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| | |
| For the transition period from_________ to ___________ | |
****
**Commission file number: 001-42654**
****
**WEN ACQUISITION CORP.**
**(Exact name of registrant as specified in its
charter)**
****
| Cayman Islands | | N/A | |
| (Stateorotherjurisdictionof
incorporationororganization) | | (I.R.S.Employer IdentificationNo.) | |
****
| 180 Grand Avenue Suite 1530 Oakland, California | | 94612 | |
| (Addressofprincipalexecutiveoffices) | | (ZipCode) | |
****
**Registrants telephone number, including
area code: (510) 692-9600**
**Securities registered pursuant to Section12(b) of the Act:**
****
| Titleofeachclass | | Trading Symbol(s) | | Nameofeachexchangeon
whichregistered | |
| Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | | WENNU | | The Nasdaq Stock Market LLC | |
| | | | | | |
| Class A Ordinary Shares, par value $0.0001 per share | | WENN | | The Nasdaq Stock Market LLC | |
| | | | | | |
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | | WENNW | | The Nasdaq Stock Market LLC | |
**Securities registered pursuant to Section12(g)
of the Act: None**
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo
Indicate by check mark if the registrant is
not required to file reports pursuant to Section13 or Section15(d) of the
Act. Yes No
Indicate by check mark whether the registrant
(1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
| Largeacceleratedfiler | | | | Acceleratedfiler | | | |
| Non-accelerated filer | | | | Smallerreportingcompany | | | |
| Emerging growth company | | | | | | | |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The registrants Class A Ordinary Shares
were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2025. The registrants
Units begin trading on the Global Market tier of The Nasdaq Stock Market LLC on May 16, 2025 and
the registrants Class A Ordinary Shares and Warrants began trading on the Global Market tier of The Nasdaq Stock Market LLC on
July 7, 2025. The aggregate market value of the registrants outstanding Units, other
than Units held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Units on
June 30, 2025, the last business day of the registrants most recently completed second fiscal quarter, as reported on the Global
Market tier of The Nasdaq Stock Market LLC, was $317,258,550.
As of March 25, 2026, there were 30,015,000 Class A Ordinary Shares,
par value $0.0001 per share, and 7,503,750 ClassB Ordinary Shares, par value $0.0001
per share, of the registrant issued and outstanding.
**WEN ACQUISITION CORP.**
**FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2025**
****
**TABLE OF CONTENTS**
|
|
PAGE | |
|
PART I |
|
1 | |
|
Item 1. |
Business. |
1 | |
|
Item 1A. |
Risk Factors. |
19 | |
|
Item 1B. |
Unresolved Staff Comments. |
28 | |
|
Item 1C. |
Cybersecurity. |
28 | |
|
Item 2. |
Properties. |
28 | |
|
Item 3. |
Legal Proceedings. |
28 | |
|
Item 4. |
Mine Safety Disclosures. |
28 | |
|
|
|
| |
|
PART II |
29 | |
|
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
29 | |
|
Item 6. |
[Reserved] |
30 | |
|
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
30 | |
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
34 | |
|
Item 8. |
Financial Statements and Supplementary Data. |
34 | |
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
34 | |
|
Item 9A. |
Controls and Procedures. |
34 | |
|
Item 9B. |
Other Information. |
35 | |
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
35 | |
|
|
|
| |
|
PART III |
36 | |
|
Item 10. |
Directors, Executive Officers and Corporate Governance. |
36 | |
|
Item 11. |
Executive Compensation. |
42 | |
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
43 | |
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
44 | |
|
Item 14. |
Principal Accountant Fees and Services. |
47 | |
|
|
|
| |
|
PART IV |
48 | |
|
Item 15. |
Exhibit and Financial Statement Schedules. |
48 | |
|
Item 16. |
Form 10-K Summary. |
48 | |
|
|
|
| |
|
SIGNATURES |
50 | |
i
**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Report (as defined below),
including, without limitation, statements under Part II, Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined
below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking
terminology, including the words believe, estimate, anticipate, expect, intend,
plan, may, will, potential, project, predict, continue,
should, could or would or, in each case, their negative or other variations or comparable terminology.
There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited
to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other
statements that are not statements of current or historical facts. We have based these forward-looking statements on our Managements
(as defined below) current expectations and projections about future events, as well as assumptions made by, and information currently
available to our Management, but actual results may differ materially due to various factors, including, but not limited to:
|
| our
ability to select an appropriate target business or businesses; |
|
|
| the
pool of prospective target businesses; |
|
|
| our
ability to complete our initial Business Combination; |
|
|
| our
expectations regarding the potential performance of the prospective target business or businesses; |
|
|
| our
success in retaining or recruiting our officers, key employees or directors following our initial Business Combination; |
|
|
| our
officers and directors ability to allocate sufficient time to reviewing and considering our initial Business Combination, including
considerations related to potential conflicts of interest; |
|
|
| the
potential issues associated with entering into a Business Combination agreement withan acquisition target that subsequently
declines in value or is unprofitable; |
|
|
| our
potential ability to obtain additional financing to complete our initial Business Combination, if needed; |
|
|
| the ability of our Management Team (as defined below) to generate
and execute on potential acquisition opportunities that will generate value for our shareholders; |
|
|
| our
public securities potential liquidity and trading; |
|
|
| our
ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account
balance; |
|
|
| our
Trust Account potentially being subject to claims of third parties; |
|
|
| the
value of the Founder Shares (as defined below) following completion of our initial Business Combination likely being substantially higher
than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially
less than theRedemption Price (as defined below); |
|
|
| the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined
below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations
and stock exchange rules; |
|
|
| our
financial performance; or |
|
|
| the
other risks and uncertainties discussed in Item 1A. Risk Factors below. |
|
ii
The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Unless otherwise stated in
this Report, or the context otherwise requires, references to:
|
| Administrative
Services Agreement are to the Administrative Services Agreement, dated May 15, 2025, which we entered into with an affiliate of
our Sponsor (as defined below); |
|
|
| Amended
and Restated Articles are to our Amended and Restated Memorandum and Articles of Association, as currently
in effect; |
|
|
| ASC
are to the FASB (as defined below) Accounting Standards Codification; |
|
|
| ASU
are to the FASB Accounting Standards Update; |
|
|
| Audit
Committee are to the audit committee of our Board of Directors (as defined below); |
|
|
| Board
of Directors or Board are to our board of directors; |
|
|
| Business
Combination are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses; |
|
|
| Cantor
are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below); |
|
|
| Certifying
Officers are to our Chief Executive Officer and Chief Financial Officer, together; |
|
|
| Class
A Ordinary Shares are to our Class A ordinary shares, par value $0.0001 per share; |
|
|
| Class
B Ordinary Shares are to our Class B ordinary shares, par value $0.0001 per share; |
|
|
| Clawback
Policy are to our Executive Compensation Clawback Policy, adopted as of April 18, 2025; |
|
|
| Combination
Period are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to May 19, 2027 that
we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination
pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
|
|
| Code
of Ethics are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and employees; |
|
|
| Companies
Act are to the Companies Act (As Revised) of the Cayman Islands, asmay be amended from time to time; |
|
|
|
|
Company, our, we, or us are to Wen Acquisition Corp., a Cayman Islands exempted company; | |
|
| Compensation
Committee are to the compensation committee of our Board of Directors; |
|
|
| Continental
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined below); |
|
|
| Deferred
Fee are to the additional aggregate fee of $14,289,750 to which the Underwriters are entitled that is payable only upon our completion
of the initial Business Combination; |
|
|
| DWAC
System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; |
|
iii
|
| Exchange
Act are to the Securities Exchange Act of 1934, as amended; |
|
|
| Excise
Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation
Reduction Act of 2022; |
|
|
| FASB
are to the Financial Accounting Standards Board; |
|
|
| FINRA
are to the Financial Industry Regulatory Authority; |
|
|
| Founder
Shares are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii)
Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business
Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as
described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be Public Shares
(as defined below); |
|
|
| GAAP
are to the accounting principles generally accepted in the United States of America; |
|
|
| IFRS
are to the International Financial Reporting Standards, as issued by the International Accounting
Standards Board; |
|
|
| Initial
Public Offering or IPO are to the initial public offering that we consummated on May 19, 2025; |
|
|
| Insider
Trading Policy are to the insider trading policies and procedures we have adopted; |
|
|
| Investment
Company Act are to the Investment Company Act of 1940, as amended; |
|
|
| IPO
Promissory Note are to that certain unsecured promissory note in the principal amount of
up to $300,000 issued to our Sponsor on January 13, 2025; |
|
|
| IPO
Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on April
30, 2025, as amended, and declared effective on May 15, 2025 (File No. 333-286872); |
|
|
| JOBS
Act are to the Jumpstart Our Business Startups Act of 2012; |
|
|
| Letter
Agreement are to the Letter Agreement, dated May 15, 2025, which we entered into with our Sponsor and our directors and officers; |
|
|
| Management
or our Management Team are to our executive officers; |
|
|
| Nasdaq
are to The Nasdaq Stock Market LLC; |
|
|
| Nasdaq
36-Month Requirement are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must
complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
|
|
| Nasdaq
Rules are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
|
iv
|
| Option
Units are to the 3,915,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option
(as defined below); |
|
|
| Ordinary
Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing
by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies
Act from time to time); |
|
|
| Ordinary
Shares are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
|
|
| Over-Allotment
Option are to the 45-day option that the Underwriters had to purchase up to an additional 3,915,000 Option Units to cover over-allotments,
if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
|
|
| PCAOB
are to the Public Company Accounting Oversight Board (United States); |
|
|
| Private
Placement are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the
closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below); |
|
|
| Private
Placement Warrants are to the warrants included within the Private Placement Units purchased by our Sponsor and Cantor in the
Private Placement; |
|
|
| Private
Placement Warrants Purchase Agreements are to the (i) Private Placement Warrants Purchase Agreement, dated May 15, 2025, which
we entered into with our Sponsor and (ii) Private Placement Warrants Purchase Agreement, dated May 15, 2025, which we entered into with
Cantor, together; |
|
|
| Public
Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or
the members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management Teams
status as a Public Shareholder will only exist with respect to such Public Shares; |
|
|
| Public
Shares are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether
they were purchased in our Initial Public Offering or thereafter in the open market); |
|
|
| Public
Warrants are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed
for in our Initial Public Offering or purchased in the open market); |
|
|
| Redemption
Price are to the pro rata redemption price in
any redemption we expect to pay, which was approximately $10.25 per Public Share as of December 31, 2025 (before taxes payable, if any); |
|
|
| Registration
Rights Agreement are to the Registration Rights Agreement, dated May 15, 2025, which we entered into with the Sponsor and the
other holders party thereto; |
|
|
| Report
are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; |
|
|
| Sarbanes-OxleyAct
are to the Sarbanes-OxleyAct of 2002, as amended; |
|
|
| SEC
are to the U.S. Securities and Exchange Commission; |
|
v
|
| SEC
Clawback Rule are to Rule 10D-1 under the Exchange Act; |
|
|
| Securities
Act are to the Securities Act of 1933, as amended; |
|
|
| SPAC
are to a special purpose acquisition company; |
|
|
| Special
Resolution are to a resolution ofour Company passed by at least a two-thirds (2/3) majority of the votes cast by such
shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company
of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved
in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under
the Companies Act from time to time); |
|
|
| Sponsor
are to Wen Sponsor LLC, a Delaware limited liability company; |
|
|
| Trust
Account are to the U.S.-based trust account in which an amount of $300,150,000 from the net proceeds of the sale of the Units
in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial
Public Offering; |
|
|
| Trust
Agreement are to the Investment Management Trust Agreement, dated May 15, 2025, which we entered into with Continental,
as trustee of the Trust Account; |
|
|
| Underwriters
are to the several underwriters of the Initial Public Offering; |
|
|
| Underwriting
Agreement are to the Underwriting Agreement, dated May 15, 2025 which we entered
into with Cantor, as representative of the Underwriters; |
|
|
| Units
are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half one Public Warrant; |
|
|
| Warrant
Agreement are to the Warrant Agreement, dated May 15, 2025 which we entered into with Continental,
as Warrant agent; |
|
|
| Warrants
are to the Private Placement Warrantsand the Public Warrants, together; |
|
|
| Withum
are to WithumSmith+Brown, PC, our independent registered public accounting firm; and |
|
|
| Working
Capital Loans are to funds that, in order to provide working capital or finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan
us. |
|
vi
****
**PART I**
**Item 1. Business.**
****
**Overview**
We are a blank check company
incorporated on January 13, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with
one or more businesses or entities. We may pursue an initial Business Combination in any business or industry. To date, our efforts have
been limited to (i) organizational activities, (ii) activities related to our Initial Public Offering, and (iii) searching for and consummating
a Business Combination. As of the date of this Report, we have not selected any specific Business Combination target. We have generated
no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business
Combination.
We are concentrating our efforts on infrastructure companies in the financial technology (fintech) sector that are focused
on enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional
financial systems. We believe that our Management Team and advisors deep expertise in both the fintech and digital asset/blockchain
sectors lends itself well to pursuing platforms associated with the fintech space, but we are not required to complete our initial Business
Combination with a business in those industries and, as a result, we may pursue a Business Combination outside of these industries. We
are pursuing both domestic and global businesses.
**Initial Public Offering**
Our IPO Registration Statement
became effective on May 15, 2025. On May 19, 2025, we consummated our Initial Public Offering of 30,015,000 Units, including 3,915,000
Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-half one
Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $300,150,000.
Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate
of 7,220,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement, at a purchase price of $1.00 per Private Placement
Warrant, generating gross proceeds to us of $7,220,000. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 2,610,000
Private Placement Warrants and Cantor purchased 2,610,000 Private Placement Warrants. The Private Placement Warrants are identical to
the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
A total of $300,150,000, comprised
of $292,930,000 of the proceeds from the Initial Public Offering and $7,220,000 of the proceeds from the Private Placement, was placed
in the Trust Account maintained by Continental, acting as trustee.
It is the job of our Sponsor
and Management Team to complete our initial Business Combination. Our Management Team is led by Julian M. Sevillano, our Chief Executive
Officer and Chairmand of the Board, and Jurgen van de Vyver, our Chief Financial Officer, who have many years of experience in the fintech,
payments, stablecoin and digital asset sector. We must complete our initial Business Combination by (i) May 19, 2027, the end of our Combination
Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date as our Board may approve
or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our initial Business Combination
is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust
Account as described elsewhere in this Report.
We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.
Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem
all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in
our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules
currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.
Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a
change to our Management Team.
1
**Business Strategy**
****
We seek to capitalize on the
significant financial services, fintech and digital assets experience and contacts of Julian Sevillano, our Chairman of the Board of Directors
and Chief Executive Officer, Sheraz Shere, who serves as Co-Vice Chairman of the board of directors and Chairman of our Compensation Committee,
Josh Fried, who serves as Co-Vice Chairman of the Board of Directors, Drew Glover, who serves as a Non-Executive Board director and Chairman
of our Audit Committee, Jurgen van de Vyver, our Chief Financial Officer, and our advisors, Ryan Gilbert and Shami Patel, to identify,
evaluate and acquire a fintech business in, among others, the digital asset/blockchain industry. Nonetheless, we may pursue a Business
Combination outside of those industries. Members of our management team and advisors have extensive experience in the fintech, payments,
stablecoin and digital asset sector. In addition, members of our team also have broad experience in operating technology and financial
services companies in a public company environment, as well as searching for, negotiating and consummating Business Combinations in a
SPAC context. Nonetheless, we may pursue a Business Combination outside of those industries. If we elect to pursue an investment outside
of those industries, our Management Team and advisors expertise related to those industries may not be directly applicable to its
evaluation or operation, and the information contained in this Report and the prospectus of our Initial Public Offering regarding that
industry might not be relevant to an understanding of the business that we elect to acquire.
**Our Management Team**
****
Our Management Team is predominantly composed of a team of high-level
senior executives, including Julian M. Sevillano, our Chief Executive Officer and Chairman of the Board, and Jurgen van de Vyver, our
Chief Financial Officer. Our Board of Directors provides valuable guidance, technical domain expertise, value-added input regarding senior
team leadership capabilities of prospective Business Combination targets, and have access to differentiated ideas and opportunities through
complementary networks. They also have specific special purpose acquisition company, or SPAC, experience and a proven track record of
Business Combination success.
We believe that our Management
Team and Board of Directors are well positioned among other special purpose acquisition vehicles focused on the financial services, real
estate or asset management industries. Certain members of our Management Team will be dedicated full-time to the process of identifying,
evaluating and negotiating with an acquisition target for our initial Business Combination. Our Management Team and Board of Directors
have significant, meaningful experience as, among other titles, investors, executives, corporate strategists and business development
heads within the technology and financial services industries and the asset management industry. In addition, our Management Team is aided
by Ryan Gilbert and Shami Patel, our advisors.
The past performance of our
Management Team or our Board is not a guarantee either (i) of success with respect to any Business Combination we may consummate or (ii)
that we will be able to identify a suitable candidate for our initial Business Combination. Further, in recent years, a number of target
businesses have underperformed financially post-Business Combination. You should not rely on the historical record of our Management Teams
or our Boards performance as indicative of our future performance.
Below are the SPAC Business
Combinations in which members of our Management Team and Board have participated, along with certain other information:
**SPAC Experience**
|
| FinTech Acquisition Corp.: Shami Patel, one of our
advisors, served as a director of FinTech I. After its initial public offering of $100.0 million in February 2015, FinTech I completed
its initial Business Combination with CardConnect Corp. (NASDAQ: CNN) in July 2016. In connection with the Business Combination, approximately
11.2% of FinTech Is Public Shares were redeemed. CardConnect Corp. was subsequently acquired by First Data Corporation in July
2017 for $15 per share. |
|
|
|
|
FinTech Acquisition Corp. II: Mr. Patel served as a director of FinTech Acquisition Corp.
II (FinTech II). Fintech II completed its $175.0 million initial public offering in January 2017, and consummated its
initial Business Combination with International Money Express, Inc. (NASDAQ: IMXI) in July 2018. In connection with the Business
Combination, approximately 28.8% of FinTech IIs Public Shares were redeemed. Mr. Patel served as a board observer of the post-Business
Combination company until March 2020. International Money Express, Inc.s closing price on March 25, 2026 was $15.85 per
share. | |
2
|
| FinTech Acquisition Corp. III: Mr. Patel served
as an advisor to FinTech Acquisition Corp. III (FinTech III). FinTech III, after its initial public offering of $345.0
million in November 2018, consummated its initial Business Combination with Paya Inc. (NASDAQ: PAYA) in November 2020. In connection
with the Business Combination, approximately 16.5% of FinTech IIIs Public Shares were redeemed. PIPE investors committed to purchase
an aggregate of $250.0 million in common stock, at a price of $10.00 per share. In February 2023, Paya Inc, was purchased by Nuvei for
$9.75 per share. |
|
|
|
|
FinTech Acquisition Corp. IV: Mr. Patel served as an advisor to FinTech Acquisition Corp.
IV (FinTech IV). FinTech IV completed its initial public offering of $239.0 million in September 2020, and consummated
its initial Business Combination with PWP Holdings LP (NASDAQ: PWP) in June 2021. None of FinTech IVs Public Shares were redeemed
in connection with the Business Combination. PIPE investors committed to purchase an aggregate of $125.0 million in common stock,
at a price of $10.00 per share. PWPs closing price on March 25, 2026 was $17.43 per share. | |
|
|
|
FTAC Olympus Acquisition Corp.: Ryan Gilbert, one of our advisors, served as Chief Executive
Officer, President and a director, and Mr. Patel served as Chief Operating Officer, to FTAC Olympus Acquisition Corp. (NASDAQ: FTOC)
(FTOC). FTOC, after its initial public offering of $755 million in August 2020, consummated its initial Business Combination
with Payoneer Global Inc. (NASDAQ: PAYO) in June 2021. In connection with the Business Combination, approximately 23.9% of FTAC Olympus
Public Shares were redeemed. PIPE investors committed to purchase an aggregate of $300.0 million in common stock, at a price of $10.00
per share. Payoneers closing price on March 25, 2026 was $4.89 per share. | |
|
| Locust
Walk Acquisition Corp.: Mr. Gilbert and Mr. Patel served as advisors to Locust Walk Acquisition Corp. (NASDAQ: LWAC) which merged
with eFFECTOR therapeutics (NASDAQ: EFTR) in August 2021 (in which approximately 97.0% of LWACs Public Shares were redeemed).
PIPE investors committed to purchase an aggregate of $60.7 million in
common stock, at a price of $10.00 per share. eFFECTOR therapeutics effected a wind down in June 2024 and no longer trades on an exchange. |
|
|
|
|
Phoenix Biotech Acquisition Corp.: Mr. Gilbert and Mr. Patel served as advisors to Phoenix
Biotech Acquisition Corp. (NASDAQ: PBAX), which merged with CERo Therapeutics (Nasdaq: CERO) in February 2024 Phoenix Biotech Acquisition
Corp. experienced redemptions of approximately 92.6% of its Public Shares in connection with an extension in December 2022, approximately
40.6% of the remaining Public Shares in connection with an extension in July 2023, approximately 1.5% of the remaining Public Shares
in connection with an extension in January 2024 and approximately 89.1% of the remaining Public Shares in connection with the consummation
of the Business Combination. PIPE Investors purchased, 12,580 shares of Series A convertible preferred stock, warrants to purchase
125,000 shares and warrants to purchase 2,000 shares of Series A Preferred Stock, for aggregate cash proceeds to Phoenix Biotech
Acquisition Corp. of approximately $9.4 million. CERo Therapeutics closing price on March 25, 2026 was $0.0331 per share. | |
|
| Newcourt
Acquisition Corp.: Mr. Van de Vyver served as chief financial officer of, and Mr. Gilbert
and Mr. Patel served as advisors to Newcourt Acquisition Corp. (NASDAQ: NCAC), which merged with Psyence Biomedical (Nasdaq: PBM) in January
2024. NCAC experienced redemptions of approximately 94.0% of its Public Shares in connection with an extension in January 2023, approximately
25.9% of the remaining Public Shares in connection with an extension in July 2023, approximately 34.6% of the remaining Public Shares
in connection with an extension in January 2024 and approximately 83.5% of the remaining Public Shares in connection with the consummation
of the Business Combination. Psyences closing price on March 25, 2026 was $2.43 per share. |
|
|
| Launch One Acquisition Corp.: Mr. Van de Vyver serves
as chief financial officer of, Mr. Gilbert serves as chairman of, and Mr. Patel serves as an advisor to, Launch One Acquisition Corp.
(Nasdaq: LPAA), a blank check company which raised $230.0 million in its initial public offering in July 2024 and is currently searching
for a Business Combination target in the healthcare or healthcare related industries and, in particular, life sciences, following the termination of a Business Combination agreement with Minovia Therapeutics Ltd., an Israeli company limited by shares. |
|
|
| Launch Two Acquisition Corp.: Mr. Van de Vyver serves as chief financial officer of, and Mr. Patel
and Mr. Gilbert serve as advisors to, Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company which raised $230.0 million in
its initial public offering in October 2024 and is currently searching for a Business Combination target among technology and software
infrastructure companies whose products and services target financial services, real estate and asset management companies. | |
3
|
| Launchpad
Cadenza Acquisition Corp I: Mr. Van de Vyver serves as chief financial officer of, and Mr. Gilbert and Mr. Patel serve as advisors
to, Launchpad Cadenza Acquisition Corp I (Nasdaq: LPCV), a blank check company which raised $200.0 million in its initial public offering
in December 2025 and is currently searching for a Business Combination target in the technology and software infrastructure sector with
companies operating within the blockchain, financial technology, and digital assets ecosystems. |
|
**Acquisition Criteria**
We have identified the following
general criteria and guidelines that we believe are important in evaluating prospective targets. We use these criteria and guidelines
in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination with a target business that
does not meet these criteria and guidelines. Qualities we look for in identifying SPAC merger companies include, but are not limited to,
the following:
|
| Ability
to sustain and grow free cashflow.
We are looking for growing companies which are cashflow positive and have an ability to show
consistent margin integrity. We are attracted to recurring revenue and platform businesses
with efficient operating leverage, customer acquisition and cross-selling opportunities. |
|
|
| Strong Management.
We are looking for proven management with a track record of executing and growing platforms
who can credibly operate within public markets. |
|
|
| Advantages
to being a public company. We are seeking companies that would benefit from being
part of the public capital markets. Such benefits could include greater and more efficient
access to equity or debt capital, as well as public stock to execute a consolidation or roll-up
strategy and better attract and retain employees. |
|
|
| Defensible and competitive
advantage which leverage blockchain technology. We are looking for companies whose
products and services are defensible and afford a differentiation solution to customers driven
by new blockchain and digital asset technologies. Companies which could be attractive to
us may have a pricing, solution or timing advantage to others in the marketplace. | |
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant,
on these general guidelines as well as other considerations, factors and criteria that our Management may deem relevant. We may decide
to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, and in the
event we do so, we will disclose that the target business does not meet the above criteria in our shareholder communications related to
our initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC.
**Evaluation of a Target Business and Structuring of Our Initial Business
Combination**
****
In evaluating a prospective
target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information about the target and its industry that are made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the Business Combination transaction.
The time required to select
and evaluate a target business and to structure and complete our initial Business Combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial Business Combination is not ultimately completed will result
in our incurring losses and will reduce the funds available for us to use to complete another Business Combination.
4
**Initial Business Combination**
****
We intend to effectuate our
initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement, the proceeds of the
sale of our Ordinary Shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete
our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means
of a tender offer. If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution.
The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms
of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
If we are unable to complete our initial Business Combination within
the Combination Period, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any, and up to $100,000 of interest income
to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, subject to applicable law and certain
conditions as further described herein. As of December 31, 2025, the pro rata Redemption Price was approximately $10.25 per Public Share,
without taking into account any interest or other income earned on such funds. However, we cannot assure our Public Shareholders that
we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our
Public Shareholders.
The Nasdaq Rules require that
we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the Trust Account (excluding the Deferred Fee and taxes payable, if any, on the interest earned on the Trust Account, and such test,
the 80% Test). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination.
If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it likely that our Board of Directors will be able to make an independent determination
of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects.
Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors.
We anticipate structuring our initial Business Combination so that
the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of
the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company
owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively
own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination.
For example, we could pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding
capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new Ordinary Shares, our shareholders immediately prior to our initial
Business Combination could own less than a majority of our issued and outstanding Ordinary Shares subsequent to our initial Business Combination.
If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post- transaction
company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80%
Test. If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of
the target businesses.
5
We are not prohibited from
pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, or advisors, or completing
the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors, or advisors.
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated
Articles) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid
by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such
an opinion in any other context.
Members of our Management Team and our independent directors directly
or indirectly own Founder Shares and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether
a particular target business is an appropriate business with which to effectuate our initial Business Combination. The low price that
our Sponsor, executive officers and directors (directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers
and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value
and is unprofitable for Public Shareholders. If we are unable to complete our initial Business Combination within the Combination Period,
the Founder Shares and Private Placement Warrants may expire worthless, except to the extent they receive liquidating distributions from
assets outside the Trust Account, which could create an incentive for our Sponsor, executive officers and directors to complete a transaction
even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. Further, each
of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial Business Combination.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more
other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such
entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an
entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or
an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation
of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors
could materially affect our ability to complete our initial Business Combination.
In addition, our Sponsor and
our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become
involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination
target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business
Combination.
**Sponsor Information**
****
Our Sponsor is a Delaware limited liability company, which was formed
to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability
Company Act and other applicable law, our Sponsors business is focused on investing in our company. Ryan Gilbert and Shami Patel,
our advisors, are the managing members of Wen Management Sponsor LLC (WMS), the sole managing member of our Sponsor and
hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. All of our directors, officers
and advisors are members of WMS. Since the overallotment was exercised in full, our officers, directors and advisors collectively received
an indirect interest in approximately 59.4% of the Founder Shares held by our Sponsor and approximately 17.4% of the Private Placement
Warrants held by our Sponsor through membership interests in WMS. Other third-party accredited investors own an indirect interest in approximately
40.6% of the Founder Shares held by our Sponsor and approximately 82.6% of the Private Placement Warrants held by our Sponsor. As of the
date of this Report, other than our advisors, no other person has a direct or indirect material interest in our Sponsor. Other than our
management team, none of the other members of our Sponsor participate in our companys activities or have any right to control the
Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise.
6
Because our Sponsor acquired the Founder Shares at a nominal price,
our Public Shareholders incurred immediate and substantial dilution upon the closing of the Initial Public Offering, assuming no value
is ascribed to the Public Warrants. Further, the Class A Ordinary Shares issuable in connection with the conversion of the Founder Shares
may result in material dilution to our Public Shareholders due to the anti-dilution rights of our Founder Shares that may result in an
issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion. In addition, the exercise of the Private Placement
Warrants purchased by our Sponsor and Cantor would increase the dilution to our Public Shareholders. Also, the conversion of any working
capital loans into Private Placement Warrants, as well as the exercise of such Private Placement Warrants, may further increase the dilution
to our Public Shareholders.
The Founder Shares will automatically
convert into Class A Ordinary Shares (such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be
entitled to liquidating distributions from the Trust Account if we fail to consummate an initial Business Combination) concurrently with
or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one
basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or equity-linked securities (as described
herein), are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with
the closing of our initial Business Combination, the ratio at which the Class B Ordinary Shares will convert into Class A Ordinary Shares
will be adjusted (unless the holders of a majority of the issued and outstanding Class B Ordinary Shares agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion
of all Class B Ordinary Shares will equal, in the aggregate, 20% of the sum of (i) all Ordinary Shares issued and outstanding upon the
completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters over-allotment
option and excluding the Class A Ordinary Shares issuable upon exercise of the private placement warrants), plus (ii) all Class A Ordinary
Shares and equity-linked securities issued or deemed issued in connection with the closing of the initial Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement-equivalent
warrants issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus
(iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination and any redemptions
of Class A Ordinary Shares by Public Shareholders in connection with any amendment to our Amended and Restated Articles made prior to
the consummation of the initial Business Combination (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares
or pre-Business Combination activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Any conversion of Class B
Ordinary Shares described herein will take effect as a compulsory redemption of Class B Ordinary Shares and an issuance of Class A Ordinary
Shares as a matter of Cayman Islands law. Such dilution could materially increase to the extent that the anti-dilution provision of the
Founder Shares results in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Founder Shares
at the time of our initial Business Combination to maintain the number of Founder Shares at 20% (as described above).
In addition, in order to facilitate
our initial Business Combination or for any other reason determined by our Sponsor in its sole discretion, our Sponsor may surrender or
forfeit, transfer or exchange our Founder Shares, Private Placement Warrants or any of our other securities, including for no consideration,
as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter
into any other arrangements with respect to any such securities. We may also issue Class A Ordinary Shares upon conversion of the Class
B Ordinary Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution
provisions as set forth therein.
**Status as a Public Company**
****
We believe our structure will
make an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other Business Combination with us. In a Business Combination transaction
with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class
A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor
the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost
effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes
a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses and
market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and
road show efforts that may not be present to the same extent in connection with a Business Combination with us.
7
Furthermore, once a proposed
initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering
is always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay
or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe
the target business would then have greater access to capital, an additional means of providing management incentives consistent with
shareholders interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further
benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our
structure and our Management Teams backgrounds will make us an attractive business partner, some potential target businesses may
view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any
proposed initial Business Combination, negatively.
**Financial Position**
****
With funds available for a
Business Combination as of December 31, 2025 in the amount of 307,783,710 before payment of the Deferred Fee, we offer a target business
a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its
operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination
using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination
that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken
any steps to secure third party financing and there can be no assurance it will be available to us.
**Potential Additional Financings**
****
Should we seek to obtain additional
financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds
held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business
Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we raise
additional funds through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution and these securities
could have rights that rank senior to our Public Shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness
would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described
above, due to the anti-dilutionrights of our Founder Shares, our Public Shareholders may incur material dilution. In addition, we
intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of our Initial Public
Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the
Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek additional financing
to complete such proposed initial Business Combination. We may also obtain financing prior to the closing of our initial Business Combination
to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination.
There is no limitation on our ability to raise funds through (i) the issuance of (x) equity or (y) any securities of our Company that
are convertible into, or exchangeable or exercisable for, equity securities of our Company, including any private placement of equity
or debt, or (ii) loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any
forward purchase agreements or backstop agreements we may enter. Subject to compliance with applicable securities laws, we would only
complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial
Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the Trust Account. In addition,
following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet
our obligations.
****
8
****
**Lack of Business Diversification**
****
For
an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the
risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification
may:
|
| subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial
Business Combination, and |
|
|
| cause us to depend on the marketing and sale of a single product
or limited number of products or services. |
|
**Limited Ability to Evaluate the Targets Management Team**
****
Although
we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business
Combination with that business, our assessment of the target business's management may not prove to be correct. In addition, the future
management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of
members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination as to
whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial Business
Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial
Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial Business
Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge
relating to the operations of the particular target business.
We
also cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined
company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our
initial Business Combination.
Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot
assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the requisite
skills, knowledge or experience necessary to enhance the incumbent management.
****
**Shareholders May Not Have the Ability to Approve Our Initial Business
Combination**
****
We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended
and Restated Articles. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may
decide to seek shareholder approval for business or other reasons.
Under
the Nasdaq Rules, shareholder approval would be required for our initial Business Combination if, for example:
|
| We
issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Class A Ordinary Shares then outstanding (other
than in a public offering); |
|
|
| Any
of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust
Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be
acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares
or voting power of 5% or more; or |
|
|
| The
issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control. |
|
The
decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including
in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place our Company at a disadvantage in the transaction or result in other additional burdens on our Company; (ii) the
expected cost of holding a shareholder vote; (iii) the risk that our shareholders would fail to approve the proposed Business Combination;
(iv) other time and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would
be time-consumingand burdensome to present to our shareholders.
****
9
****
**Permitted Purchases of Our Securities**
If we seek shareholder approval of our initial Business Combination
and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor,
directors, officers, advisors and their respective affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our initial Business Combination, although they are under no obligation
or duty to do so. Such a purchase may include a contractual acknowledgment that such Public Shareholder, although still the record holder
of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event
that our Sponsor, directors, officers, advisors and their respective affiliates purchase Public Shares in privately negotiated transactions
from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18would apply to purchases by Sponsor, directors,
officers, advisors and their respective affiliates, then such purchases will comply with Rule 10b-18under the Exchange Act, to the
extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing
and volume of purchases.
Additionally,
at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material
nonpublic information), our Sponsor, directors, officers, advisors and their respective affiliates may enter into transactions with investors
and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination
or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public
Shares or Public Warrants in such transactions.
The
purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination,
(2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public
Warrant holders for approval in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,
where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of
our initial Business Combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders
of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
Our Sponsor, directors, officers,
advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers, advisors
and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt
of redemption requests submitted by Public Shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials
in connection with our initial Business Combination. To the extent that our Sponsor, directors, officers, advisors and their affiliates
enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed
their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination,
whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination but only if such
Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, directors,
officers, advisors and their affiliates will select which Public Shareholders to purchase Public Shares from based on the negotiated price
and number of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if
such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our Sponsor, directors, officers, advisors and their affiliates are
restricted from making purchases of Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject
to such reporting requirements. To the extent such securities are purchased, such public securities will not be voted as required by Tender
Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC. Additionally, in the event our
Sponsor, directors, officers, advisors and their affiliates were to purchase our securities from Public Shareholders, such purchases would
be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence
to the following:
|
| our registration statement/proxy statement filed for our Business
Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors and their respective affiliates
may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of such
purchases; |
|
10
|
| if our Sponsor, directors, officers, advisors and their respective
affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at a price no higher than the
price offered through our redemption process; |
|
|
| our registration statement/proxy statement filed for our Business
Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, officers, advisors
and their respective affiliates would not be voted in favor of approving the Business Combination transaction; |
|
|
| our Sponsor, directors, officers, advisors and their respective
affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights,
they would waive such rights; and |
|
|
| we would disclose in a Current Report on Form 8-K, before
our security holder meeting to approve the Business Combination transaction, the following material items: |
|
|
| the amount of our securities purchased outside of the redemption
offer by our Sponsor, directors, officers, advisors and their respective affiliates, along with the purchase price; |
|
|
| the purpose of the purchases by our Sponsor, directors, officers,
advisors and their respective affiliates; |
|
|
| the impact, if any, of the purchases by our Sponsor, directors,
officers, advisors and their respective affiliates on the likelihood that the Business Combination transaction will be approved; |
|
|
| the identities of our security holders who sold to our Sponsor,
directors, officers, advisors and their respective affiliates (if not purchased on the open market) or the nature of our security holders
(e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors and their respective affiliates; and |
|
|
| the number of our securities for which we have received redemption
requests pursuant to our redemption offer. |
|
**Redemptions in Connection
with Our Initial Business Combination**
**Redemption Rights for Public Shareholders
upon Completion of Our Initial Business Combination**
****
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they
abstain, vote for, or vote against, our initial Business Combination, upon the completion of our initial Business Combination at a per-shareprice,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by
the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of December 31, 2025,
the Redemption Price was $10.25 per Public Share. The per share amount we will distribute to Public Shareholders who properly redeem their
Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters.
Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of our initial Business
Combination.
**Manner of Conducting Redemptions**
We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding
Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.
11
The requirement that we provide
our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions
of our Amended and Restated Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing
on Nasdaq. Such provisions may be amended if approved by a Special Resolution.
If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant
to our Amended and Restated Articles:
|
| conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules,
and |
|
|
| file proxy materials with the SEC. |
|
In the event that we seek
shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our
Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.
If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. A quorum for
such meeting will be present if the holders of at least one-thirdof issued and outstanding Ordinary Shares entitled to vote at the
meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the
Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during
or after the Initial Public Offering (including in open market and privately-negotiatedtransactions, aside from shares they may
purchase in compliance with the requirements of Rule 14e-5under the Exchange Act, which would not be voted in favor of approving
the Business Combination transaction) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution,
non-voteswill have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result, in addition
to our Sponsors Founder Shares, we would need 11,255,626, or 37.33%, of the 30,150,000 Public Shares sold in the Initial Public
Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming
all outstanding Ordinary Shares are voted, and the parties to the Letter Agreement do not acquire any Class A Ordinary Shares. Assuming
that only the holders of one-thirdof our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated
Articles vote their Ordinary Shares at a general meeting of our shareholders, we will not need any Public Shares in addition to our Founder
Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. However, if our initial
Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval
of our initial Business Combination will require a Special Resolution. In addition, prior to the closing of our initial Business Combination,
only holders of our Class B Ordinary Shares have the right to vote (i) appoint and remove directors prior to or in connection with the
completion of our initial Business Combination and (ii) on continuing our Company in a jurisdiction outside the Cayman Islands (including
any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result
of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds,
and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial Business
Combination. Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or vote against the
proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder
on the record date for the general meeting held to approve the proposed transaction.
If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
|
| conduct the redemptions pursuant to Rule 13e-4and Regulation 14E of the Exchange Act, which regulate
issuer tender offers, and | |
|
| file tender offer documents with the SEC prior to completing our initial Business Combination which contain
substantially the same financial and other information about the initial Business Combination and the redemption rights as is required
under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. | |
12
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we
are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender
offer and not complete the initial Business Combination.
Upon the public announcement
of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.
We intend to require our Public
Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in street
name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their Public Shares
to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents,
as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to
approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require
a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two
business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials
or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination
will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our
transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders,
which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved
and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders
who elected to redeem their Public Shares.
Our proposed initial Business
Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash
consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available
to us, we will not complete the initial Business Combination or redeem any shares, and all Public Shares submitted for redemption will
be returned to the Public Shareholders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities
or through loans, advances or other indebtedness in connection with our initial Business Combination.
**Limitation on Redemptions Upon Completion
of Our Initial Business Combination if We Seek Shareholder Approval**
****
If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such Public Shareholder is acting in concert or as a group (as defined under Section 13 of
the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares
sold in our Initial Public Offering (the Excess Shares) without our prior consent. We believe this restriction will discourage
Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability to exercise
their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their Public Shares
at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding
more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise its redemption rights
if Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market price or on other undesirable
terms. By limiting our Public Shareholders ability to redeem no more than 15% of the Public Shares sold in the Initial Public Offering
without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block
our ability to complete our initial Business Combination, particularly in connection with a Business Combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash.
13
However, we will not restrict
our Public Shareholders ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business
Combination.
****
**Delivering Share Certificates in Connection
with the Exercise of Redemption Rights**
As described above, we intend
to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares
in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver
their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or
tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is
included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection
with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.
Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if
we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as
applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder
fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares
may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of
their Public Shares.
There is a nominal cost associated
with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer
agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we
require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver Public
Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
Any request to redeem such
Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides
prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate
(physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing to redeem their
Public Shares will be distributed promptly after the completion of our initial Business Combination.
If our initial Business Combination
is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be
entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any
certificates delivered by Public Shareholders who elected to redeem their Public Shares.
If our initial proposed Business
Combination is not completed, we may continue to try to complete a Business Combination with a different target until the end of the Combination
Period.
****
**Redemption of Public Shares and Liquidation
if No Initial Business Combination**
Our Amended and Restated Articles
provide that we have only the duration of the Combination Period to complete our initial Business Combination. If we have not completed
our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor),
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire
worthless if we fail to complete our initial Business Combination within the Combination Period.
14
Our Sponsor, officers and
directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within
the Combination Period, although, they are entitled to liquidating distributions from assets outside the Trust Account. However, if our
Sponsor or Management Team acquire Public Shares after the Initial Public Offering, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the allotted
Combination Period.
Our Sponsor, officers and
directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, in each case unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $553,972 of proceeds held outside the Trust Account (as of December 31, 2025),
although we cannot assure our Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not
sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest
accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we may request the
trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and
without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately
$10.25, as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public Shareholders that the actual
per-share redemption amount received by Public Shareholders will not be substantially less than the Redemption Price. While we intend
to pay such amounts, if any, we cannot assure our Public Shareholders that we will have funds sufficient to pay or provide for all creditors
claims.
Although we seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other
similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect
to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably available
to us and will only enter into an agreement with such third party if Management believes that such third partys engagement would
be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider
willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters did not execute agreements
with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree
to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the Trust Account for any reason.
15
To protect the amounts held in the Trust Account, our Sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for
our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account, less
taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. However,
we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors only assets are securities of our Company.
Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could
be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our
Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value
of the Trust Account assets, in each case less taxes payable, if any, and our Sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal
action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual
value of the per-share redemption price will not be less than the Redemption Price.
We seek to reduce the possibility
that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access
to up to approximately $553,972 from the proceeds of the Initial Public Offering with which to pay any such potential claims (including
costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the
event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who
received funds from our Trust Account could be liable for claims made by creditors.
If we file a bankruptcy or insolvency petition or an involuntary bankruptcy
or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable
bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our Public Shareholders
we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or
an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or
a fraudulent conveyance, preference or disposition. As a result, a liquidator or bankruptcy or other court could seek to
recover some or all amounts received by our shareholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary
duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages,
by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our shareholders that
claims will not be brought against us for these reasons.
16
Our Public Shareholders are
entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our
initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated
Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination
or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) any
other material provisions relating to shareholders rights or pre-initial Business Combination activity or (iii) if they redeem
their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations
(including but not limited to cash requirements) created by the terms of the proposed Business Combination. In no other circumstances
will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval
in connection with our initial Business Combination, a Public Shareholders voting in connection with the Business Combination alone
will not result in a Public Shareholders redeeming its Public Shares to us for an applicable pro rata share of the Trust Account.
Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Articles,
like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.
**Competition**
In identifying, evaluating and selecting a target business for our
initial Business Combination, we encounter competition from other entities having a business objective similar to ours, including other
SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many
of these entities are well established and have extensive experience identifying and effecting Business Combinations directly or through
affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to
acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in
pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who
exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our outstanding Warrants,
and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors
may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.
****
**Employees**
We currently have two officers:
Mr. Julian Sevillano and Mr. Jurgen van de Vyver. These individuals are not obligated to devote any specific number of hours to our matters,
but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.
The amount of time they devote in any time period varies based on the stage of the Business Combination process we are in. We do not have
any full-time employees prior to the completion of our initial Business Combination.
****
**Periodic Reporting
and Financial Information**
****
We have registered our Units,
Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this
Report, contain financial statements audited and reported on by Withum, our independent registered public accounting firm. We have no
current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the
consummation of our initial Business Combination.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed
time frame. We cannot assure our shareholders that any particular target business identified by us as a potential Business Combination
candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination
candidates, we do not believe that this limitation will be material.
We are required to evaluate our internal control procedures for the
fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated
filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures
audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such Business Combination.
17
We are a Cayman Islands exempted
company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted
from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption
undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands,
for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary
Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.
We are an emerging
growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of
the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to continue to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following May 19, 2030,
(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A Ordinary Shares that are held by non-affiliatesexceeds $700 million as of the prior
June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertibledebt securities during the prior three-yearperiod.
We are also a smaller
reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliatesequals
or exceeds $250 million as of the end of that year's second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million
during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliatesexceeds $700 million
as of the end of that years second fiscal quarter.
In addition, prior to the
consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal
of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers
us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance
standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another
company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently
do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do
so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate
governance requirements.
18
**Item
1A. Risk Factors.**
As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following are brief descriptions
of material risks, uncertainties and other factors that could have a material effect on us and our operations:
**Risks Relating to our Search for, and Consummation of or Inability
to Consummate, a Business Combination**
|
| we
are a blank check company with no operating history and no operating revenues, and our shareholders have a limited basis on which to
evaluate our ability to achieve our business objective, which is completing an initial Business Combination; |
|
|
| we
may not be able to complete our initial Business Combination, within the Combination Period, in which case we would liquidate and redeem
our Public Shares; |
|
|
| we
may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results; |
|
|
| we
may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular Business Combination; |
|
|
| we
may issue our Ordinary Shares to our shareholders in connection with our initial Business Combination at a price that is less than the
prevailing market price of our Ordinary Shares at that time; |
|
|
| our
Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though
a majority of our Public Shareholders do not support such a combination; |
|
|
| as
the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public
perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in our
inability to find a target or to consummate an initial Business Combination; |
|
|
| we
may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; |
|
|
| we
may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as
placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee that will
be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause the
Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering,
including, for example, in connection with the sourcing and consummation of an initial Business Combination; |
|
|
| we
may attempt to complete our initial Business Combination with a private company about which little information is available, which may
result in a Business Combination with a company that is not as profitable as we suspected, if at all; |
|
|
| resources
could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination
Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation
of our Trust Account and our Warrants will expire worthless; |
|
|
| recent
fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
initial Business Combination; |
|
|
| changes
in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations; |
|
19
|
| certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval; |
|
|
| changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company; |
|
|
| adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination
prospects; |
|
|
| cyber incidents or attacks directed
at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss, as well as impact
our ability to consummate an initial Business Combination; |
|
|
| if
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination; |
|
|
| if
we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such
initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not need any
Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination; |
|
|
| our
Public Shareholders only opportunity to effect their investment decision regarding a potential Business Combination may be limited
to the exercise of their right to redeem their Public Shares from us for cash; |
|
|
| the
ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential
Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target; |
|
|
| the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment
of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially
dilute Public Shareholders investment in us; |
|
|
| the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase
the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation
in order to redeem their Public Shares; |
|
|
| the
requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage
over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business
Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our
initial Business Combination on terms that would produce value for our shareholders; |
|
|
| we
may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants would
be worthless; |
|
|
| if
we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates
may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination
and reduce the public float of our Public Shares or Public Warrants; |
|
|
| if
a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,
or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed; |
|
20
|
| our
Public Shareholders will not be entitled to protections normally afforded to shareholders of other blank check companies subject to Rule419
of the Securities Act; |
|
|
| if
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if a shareholder or a group of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they
may lose the ability to redeem all such Public Shares in excess of 15% of our ClassA Ordinary Shares; |
|
|
| because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete
our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive
only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants
will expire worthless; |
|
|
| if
the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us
to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business
or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund
our search and to complete our initial Business Combination; |
|
|
| if
we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to
wait beyond May 19, 2027 before redemption from our Trust Account; |
|
|
| we
may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity
for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have
the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands until
after the consummation of our initial Business Combination; |
|
|
| since
only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of
the initial Business Combination, Nasdaq considers us to be a controlled company within the meaning of the Nasdaq Rules
and, as a result, we may qualify for exemptions from certain corporate governance requirements; |
|
|
| our
Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial
interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may
exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support; |
|
|
| because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with
which to pursue our initial Business Combination, our shareholders are unable to ascertain the merits or risks of any particular target
business operations; |
|
|
| we
may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise; |
|
|
| although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria
and guidelines; |
|
|
| we
are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view; |
|
|
| we
may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive
plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder
Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions
contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks; |
|
21
|
| unlike
some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue
certain shares to consummate an initial Business Combination; |
|
|
| we
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest; |
|
|
| we
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us; |
|
|
| we
may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which
will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of
diversification may negatively impact our operations and profitability; |
|
|
| we
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial Business Combination when a substantial majority of our Public Shareholders do not agree; |
|
|
| the
provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing
the release of funds from our Trust Account) may be amended witha Special Resolution of our shareholders, which is a lower
amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to
facilitate the completion of an initial Business Combination that some of our Public Shareholders may not support; |
|
|
| because
we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an
otherwise advantageous initial Business Combination with some prospective target businesses; |
|
|
| compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial
financial and management resources, and increase the time and costs of completing an initial Business Combination; |
|
|
| if
our initial Business Combination, involves a company organized under the laws of a state of the United States (or any subdivision thereof),
the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial
Business Combination; |
|
|
| there
is substantial doubt about our ability to continue as a going concern; |
|
**Risks Relating to the Post-Business Combination
Company**
|
| the
share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares; |
|
|
| the
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business
Combination targets key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness; |
|
|
| subsequent
to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause our shareholders to lose some or all of their investment; |
|
22
|
| our
Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business; |
|
|
| we
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company; |
|
|
| our
initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a result
of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain; |
|
**Risks Relating to Acquiring or Operating a
Business in Foreign Countries**
|
| we
may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review
and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign
Investment in the UnitedStates, or may be ultimately prohibited; |
|
|
| if
we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us; |
|
|
| we
may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders
or Warrant holders. |
|
|
| we
may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,
and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal
rights; |
|
|
| we
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk ofnon-compliance; |
|
|
| if
our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues; |
|
|
| exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished; |
|
|
| after
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate; |
|
**Risks Relating to our Management Team**
|
| our
officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how
much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business
Combination; |
|
|
| changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to
negotiate and complete an initial Business Combination; |
|
|
| we
may not have sufficient funds to satisfy indemnification claims of our directors and officers; |
|
|
| past
performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in
our Company; |
|
23
|
| we
are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business
Combination, could adversely affect our ability to operate; |
|
|
| our
ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our
key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combinationbusiness; |
|
|
| the
ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination,
which could deprive us of key personnel and advisors; |
|
|
| our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous; |
|
|
| our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented; |
|
|
| members
of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees
of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other
proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to
consummate an initial Business Combination; |
|
|
| members
of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations
unrelated to our business; |
|
**Risks Relating to our Securities and Shareholder
Rights**
|
| to
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time
(based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company
Act), instruct the trustee to liquidate theinvestmentsheld in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest
on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public
Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments
not been liquidated; |
|
|
| our
Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their Public Shares; |
|
|
| if
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and theper-shareredemption
amount received by Public Shareholders may be less than the Redemption Price; |
|
|
| our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our Public Shareholders; |
|
|
| if,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and theper-share amount that would otherwise be received by our Public Shareholders in connection
with our liquidation may be reduced; |
|
24
|
| if,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court
may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties
to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages; |
|
|
| an
active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and
our shareholders may have limited liquidity and trading; |
|
|
| since
our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial
Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public
Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under
circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may
arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination; |
|
|
| the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price; |
|
|
| Nasdaq
may delist our securities from trading on its exchange, which could limit shareholders ability to make transactions in our securities
and subject us to additional trading restrictions; |
|
|
| our
Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.
Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss; |
|
|
| our
Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience
immediate and substantial dilution from the purchase of our ClassA Ordinary Shares; |
|
|
| the
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public
Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment
in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary
Shares to materially decline; |
|
|
| because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their
ability to protect their rights through the U.S.Federal courts may be limited; |
|
|
| after
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates
and all of our assets will be located outside the UnitedStates; therefore, shareholders may not be able to enforce federal securities
laws or their other legal rights; |
|
|
| provisions
in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our ClassA Ordinary Shares and could entrench Management; |
|
|
| our
Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between
us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against
us or our directors, officers or employees; |
|
|
| whether
a redemption of Public Shares will be treated as a sale of such ClassA Ordinary Shares for U.S.federal income tax purposes
will depend on a shareholders specific facts; |
|
25
|
| we
may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders
of at least 50% of the then outstanding Public Warrants. As a result, the exercise price ofthe Public Warrants could be increased,
the exercise period could be shortened and the number of ClassA Ordinary Shares purchasable upon exercise of a Public Warrant could
be decreased, all without shareholder approval; |
|
|
| the
Warrant Agreement designatesthe courts of the State of NewYork or the UnitedStates District Court for the Southern
District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders
of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company; |
|
|
| a
provision of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination; |
|
|
| our
Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial
Business Combination; |
|
|
| because
each Unit containsone-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of
other SPACs; |
|
|
| Warrant
holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class AOrdinary Shares
or certain exemptions are available; |
|
|
| holders
may only be able to exercise Public Warrants on a cashless basis under certain circumstances, and if they do so, they will
receive fewer ClassA Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash; |
|
|
| holders
of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands; |
|
|
| the
grant of registration rights to our Sponsor, Cantor and other holders of our Private Placement Warrants may make it more difficult to
complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our ClassA
Ordinary Shares; |
|
|
| we
may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.
shareholders; |
|
|
| we
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies; and |
|
|
| we
may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other
adverse effects on our Company. |
|
For more detailed descriptions
of these and other risks relating to our Company, see the section titled Risk Factors contained in our (i) IPO Registration
Statement, (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, as filed with the SEC
on June 27, 2025 and August 14, 2025, respectively. As of the date of this Report, there have been no material changes with respect to
those risk factors, other than as set forth below. Any of these previously disclosed risk
factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks
not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.
We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
26
**Our search for an initial Business Combination,
and any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected
by current global geopolitical conditions and armed conflicts in the Ukraine and Russia and in the Middle East between United States,
Israel and Iran and others, as well as by other events that are outside of our control.**
****
Our ability to find a potential
target business and the business of any company with which we may consummate a Business Combination could be materially and adversely
affected by events that are outside of our control. For example, UnitedStates and global markets have experienced and may continue
to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and
the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between
the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products
and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic
Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the UnitedStates, the United
Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related
individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the UnitedStates, have also provided and may continue to provide military aid
or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,
including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number
of nations.
The invasion of Ukraine by
Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia
and the resulting measures that have been taken, and could be taken in the future, by NATO, the UnitedStates, the United Kingdom,
the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting
impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable,
they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S.companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets.
Similarly, other events outside
of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may
arise from time to time, and any such events may cause significant volatility and declines in the global markets and have disproportionate
impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely
affect the global economy or capital markets.
Any of the abovementioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest
Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination and any target
business with which we may ultimately consummate an initial Business Combination.
The extent and duration of
the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly
if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on
a global scale or if there are disruptions in the supply of oil or other commodities.
Any such disruptions may also
have the effect of heightening many of the other risks described in this Item. If these disruptions or other matters of global concern
continue for an extensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business
with which we may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other
events, including as a result of increased market volatility or decreased availability of third-party financing on acceptable terms or
at all.
27
**Military or other conflicts in Ukraine,
between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead
to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, which could make it more difficult for us to consummate an initial Business Combination.**
****
Military or other conflicts
in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may
lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty,
any of which could make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination
on acceptable commercial terms, or at all.
**Item 1B. Unresolved Staff Comments.**
Not applicable.
**Item 1C. Cybersecurity.**
Although, as a blank check company, we do not have any operations,
we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits
may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject
to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel
and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for
this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Audit Committee and provide
updates on the Management Teams incident response plan for addressing and mitigating any risks associated with such an incident.
As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such
occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber
incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business
and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our
own cybersecurity risks, any proposed Business Combination target, may have been subject to, or may in the future be subject to, cybersecurity
incidents.
**Item 2. Properties.**
Our executive offices are
located at 180 Grand Avenue, Suite 1530, Oakland, California 94612, and our telephone number is 510) 692-9600. The cost for our use of
this space is included in the $12,500 per month fee we pay to an affiliate of our Sponsor for certain office space, utilities and secretarial
and administrative support pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current
operations.
**Item 3. Legal Proceedings.**
To the knowledge of our Management Team, there is no material litigation
currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
**Item 4. Mine Safety Disclosures.**
Not applicable.
28
**PART II**
**Item 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.**
|
(a) | Market
Information |
|
Our Public Units, Public Shares
and Public Warrants are each traded on the Capital Market tier of Nasdaq under the symbols WENNU,
WENN and WENNW, respectively. Our Public Units commenced public trading on May
16, 2025, and our Public Shares and Public Warrants commenced separate public trading on July
7, 2025.
|
|
(b) |
Holders | |
On March 26, 2026, there was one holder of record of our Units, one
holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and three holders of record of our
Warrants.
|
|
(c) |
Dividends | |
We have not paid any cash
dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our
initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors
is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any
indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
|
|
(d) |
Securities Authorized for Issuance Under Equity Compensation Plans | |
None.
|
|
(e) |
Performance Graph | |
As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).
|
|
(f) |
Recent Sales of Unregistered Securities | |
Simultaneously with the closing of the Initial Public Offering and
pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of 7,220,000 Private Placement Warrants
to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds
to us of $7,220,000. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 2,610,000 Private Placement Warrants and Cantor
purchased 2,610,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise
disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act.
|
|
(g) |
Use of Proceeds | |
For
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025. There has been no material
change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement.
The specific investments in our Trust Account may change from time to time.
|
|
(h) |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers | |
There
were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.
29
**Item 6. [Reserved]**
**Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.**
**Cautionary Note Regarding
Forward-Looking Statements**
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives
of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. When used in this Report, words such as may, should, could, would,
anticipate, believe, estimate, expect, intend and similar expressions,
as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Managements
current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto included elsewhere in this Report.
**Overview**
****
We
are a blank check company incorporated in the Cayman Islands on January 13, 2025 for the purpose of effecting a Business Combination.
Our Sponsor is Wen Sponsor LLC.
****
Although
we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business
Combination, we are focusing our search on infrastructure companies in the financial technology sector that are focused on enablement
of digital assets. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with
early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There
can be no assurance that our plans to complete a Business Combination will be successful.
****
Our IPO Registration Statement
became effective on May 15, 2025. On May 19, 2025, we consummated our Initial Public Offering of 30,015,000 Units, including 3,915,000
Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-half one
Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to our Company of $300,150,000.
Simultaneously with the closing of the Initial Public Offering and
pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of 7,220,000 Private Placement Warrants
to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds
to us of $7,220,000. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 2,610,000 Private Placement Warrants and Cantor
purchased 2,610,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise
disclosed in the IPO Registration Statement.
Following
the closing of the Initial Public Offering and Private Placement, an amount of $300,150,000 from the net proceeds of the Initial Public
Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.
Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that
holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule
2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (iii) as uninvested
cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets
of $100 billion or more selected by the Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of
the Business Combination and (y) the distribution of the Trust Account, as described below.
30
We
have until May 19, 2027 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve
or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination.
If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned
on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided
the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will
decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In
addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the
Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of
trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor
entity, which may result in a change to our Management Team.
**Results of Operations**
****
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since January 13, 2025 (inception) through
December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying
and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as
for due diligence expenses.
For
the period from January 13, 2025 (inception) through December 31, 2025, we had a net income of $6,877,026, which consisted of interest
earned on cash and marketable securities held in the Trust Account of $7,633,710 offset by general and administrative costs of $756,684.
**Liquidity, Capital Resources and Going
Concern**
Following the Initial Public
Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $300,150,000 was initially placed
in the Trust Account. We incurred transaction costs amounting to $20,196,742, consisting of $5,220,000 of cash underwriting fee, the Deferred
Fee of $14,289,750, and $686,992 of other offering costs.
For the period from January
13, 2025 (inception) through December 31, 2025, cash used in operating activities was $759,896. Net income of $6,877,026 was affected
by payment of operation costs through the IPO Promissory Note of $53,670, payment of operation costs through due to the Sponsor of $5,455,
interest earned on cash and marketable securities held in the Trust Account of $7,633,710. Changes in operating assets and liabilities
used $62,337 of cash for operating activities.
As of December 31, 2025, we
had cash and marketable securities held in the Trust Account of approximately $307,783,710 (including approximately $7,633,710 of interest
income) was held in money market funds, which are invested primarily in Treasury securities. We may withdraw interest from the Trust Account
to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest
earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee) to complete our Business
Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination,
the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
31
To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment of all factors related
to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of December 31, 2025, we
had cash held outside of the Trust Account of approximately $553,972. We use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our liquidity needs through
December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder
Shares, (ii) a loan pursuant to the IPO Promissory Note and (iii) the net proceeds from the consummation of the Initial Public Offering
and the Private Placement held outside the Trust Account.
**IPO Promissory Note**
Prior to the closing of our
Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note. Such loans and advances
were non-interest bearing and payable on the earlier of December 31, 2025, or the completion of our Initial Public Offering. At May 19,
2025, we had borrowed $300,000 under the IPO Promissory Note. We repaid $273,824 at the closing of the Initial Public Offering and the
outstanding balance of $26,176 was repaid on May 20, 2025. Borrowings under the IPO Promissory Note are no longer available.
**Working Capital Loans**
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination,
we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a
price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.
As of December 31, 2025, we did not have any borrowings under any Working Capital Loans.
**Going Concern**
****
In connection with our assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial StatementsGoing Concern,
Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is
considered to be at least one year from the date that the financial statements and the notes thereto included elsewhere in this Report
are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined
that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except
for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management
plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying
amounts of assets or liabilities should we be required to liquidate after May 19, 2027. There can be no assurance that our plans to raise
capital or to consummate an initial Business Combination will be successful.
****
32
****
**Contractual Obligations**
****
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
**
*Administrative Services
Agreement*
Pursuant
to the Administrative Services Agreement, we currently utilize office space at 180 Grand Avenue, Suite 1530, Oakland, California 94612
from Launchpad Capital Management Company LLC, an affiliate of our Sponsor. We pay such affiliate $12,500 per month for certain office
space, utilities and secretarial and administrative support provided to members of our Management Team; upon completion of our initial
Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2025, we had paid $93,750 pursuant
to the Administrative Services Agreement.
**
*Underwriting Agreement*
The Underwriters had a 45-day
option from the date of the Initial Public Offering to purchase up to an additional 3,000,000Option Units to cover over-allotments,
if any. On May 15, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the
Over-Allotment Option to purchase the additional 3,000,000 Option Units at a price of $10.00 per Option Unit.
The Underwriters were entitled
to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units in the Initial Public Offering, excluding any proceeds
pursuant to the Over-Allotment Option). Additionally, the Underwriters are entitled to the Deferred Fee of (i) 4.50% of the gross proceeds
of the Initial Public Offering held in the Trust Account other than those sold pursuant to the Over-Allotment Option and (ii) 6.50% of
the gross proceeds sold pursuant to the Over-Allotment Option, or $14,289,750 in the aggregate, payable upon the completion of the initial
Business Combination subject to the terms of the Underwriting Agreement.
*Registration Rights
Agreement*
The holders of (i) the Founder Shares, (ii) the Private Placement Warrants
and (iii) any Private Placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders
of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring
us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The
holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such
securities. In addition, the holders have certain piggyback registration rights with respect to registration statements
filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant
to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on
the effective date of the IPO Registration Statement. In addition, Cantor may participate in a piggyback registration only
during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in
connection with the filing of any such registration statements.
*Letter Agreement*
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
33
The
holders of the Founder Shares have agreed not to transfer, assign or sell any of their Founder Shares and any ClassA Ordinary Shares
issued upon conversion thereof until the earlier to occur of (i)one year after the completion of the initial Business Combination
or (ii)the date on which we complete a liquidation, merger, share exchange or other similar transaction after the initial Business
Combination that results in all of our shareholders having the right to exchange their ClassA Ordinary Shares for cash, securities
or other property. Any permitted transferees will be subject to the same restrictions and other agreements of such initial holders of
the Founder Shares with respect to any Founder Shares (the Lock-up). Notwithstanding the foregoing, if (1)the closing
price of the ClassA Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing at
least 150days after the initial Business Combination or (2)if we consummate a transaction after the initial Business Combination
that results in our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, the Founder
Shares will be released from the Lock-up.
**Critical Accounting
Estimates and Standards**
The
preparation of the financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure
of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters,
some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other
assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate
these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statements and notes
thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher
degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.
**Recent Accounting
Standards**
In
November 2024, the FASB issued ASU Topic 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), requiring public entities to disclose
additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU
2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with
early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.
Management
does not believe that there are any other recently issued, but not yet effective, accounting standards, which if currently adopted, would
have a material effect on our financial statements and notes thereto included elsewhere in this Report.
**Item 7A. Quantitative and Qualitative Disclosures about Market Risk.**
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
**Item 8. Financial Statements and Supplementary Data.**
Reference is made to pages F-1 through F-21 comprising a portion of
this Report, which are incorporated herein by reference.
**Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.**
None.
**Item 9A. Controls and Procedures.**
34
**Evaluation of Disclosure Controls and Procedures**
Disclosure controls and procedures
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such
as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated
to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the
supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31,
2025.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
**Managements Annual Report on Internal
Control over Financial Reporting**
This Report does not include
a report of Managements assessment regarding internal control over financial reporting or an attestation report of our registered
public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
****
**Changes in Internal Control over Financial
Reporting**
Not applicable.
**Item 9B. Other Information.**
**Trading Arrangements**
****
During the quarterly period ended December 31, 2025, none of our directors
or officers (as defined in Rule16a-1(f) promulgated under theExchange Act) adopted or terminated any Rule 10b5-1 trading
arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item408(a)ofRegulation
S-K.
**Additional Information**
None.
**Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.**
Not applicable.
35
**PART III**
**Item 10. Directors, Executive Officers and Corporate Governance.**
**Directors and Executive Officers**
As of the date of this Report, our directors and officers are as follows:
|
Name |
|
Age |
|
|
Position | |
|
Julian M. Sevillano |
|
|
54 |
|
|
Chief Executive Officer and Chairman of the Board of Directors | |
|
Jurgen van de Vyver |
|
|
36 |
|
|
Chief Financial Officer | |
|
Josh Fried |
|
|
46 |
|
|
Director and Co-Vice Chairman | |
|
Sheraz Shere |
|
|
53 |
|
|
Director and Co-Vice Chairman | |
|
Drew Glover |
|
|
39 |
|
|
Director | |
The experience of our directors
and executive officers is as follows:
****
**Julian
M Sevillano**has served as our Chief Executive Officer and Chairman since inception.
Mr. Sevillano has worked in the digital assets industry for several years. He currently serves as a board member of PayPal Digital Inc.
since April 2025 and as a board member of Vast Bank since January 2026. Most recently, from March 2022 to September 2024, Mr. Sevillano
served as a Partner and Global lead of McKinsey & Company's digital assets advisory. Prior to McKinsey, from September 2018 to February
2021, Mr. Sevillano served as Managing Director and founder of IBM Promontory's digital assets advisory services, and Head of Fintech
and West Coast Advisory Services. Mr. Sevillano has worked with many large traditional financial institutions, digital asset native firms,
and regulatory agencies, including the Wyoming Division of banking, among others, on a range of strategy, go to market, licensing, risk
and compliance, partnership and policy initiatives. Mr. Sevillano led several groundbreaking engagements, including helping Anchorage
Digital obtain the first national trust license from the Office of the Comptroller of the Currency for a digital assets' custodian, and
drafting Wyoming's division of banking first of a kind rules and supervisory guidance for digital assets banking and payments activities.
Prior to his time as a consultant, Julian held several leadership positions over a 15-yearcareer at Visa in risk, finance, strategy,
corporate development, and in Visa's IPO readiness team. He was at Visa from 1999 to 2015 and his last role was Global Head of Enterprise
Risk, which included leading due diligence for all of Visa's acquisitions and investments, and reporting to the Chief Risk Officer and
to Visa's Audit and Risk Committee of the Board. Mr. Sevillano started his career at American Express Bank from 1994 to 1998 in corporate
and private banking based in Miami, Florida and Santiago, Chile. We believe that Mr. Sevillano's extensive industry experience in payments,
financial services and digital assets, and deep expertise in strategy, financial and risk management qualified him to serve as the chairman
of our board of directors.
****
**Jurgen
van de Vyver**has served as our Chief Financial Officer since inception. He has been
a Partner at Launchpad Capital since May 2021, where he co-leadsearly-stagefintech investments and manages the firm's finance
and business operations. He is currently Chief Financial Officer of Launch One Acquisition Corp. (Nasdaq: LPAA), a blank check company
that raised $230.0 million in its initial public offering in July 2024 and is currently searching for a Business Combination target in
the healthcare or healthcare related industries and, in particular, life sciences following the termination of a Business Combination
agreement with Minovia Therapeutics Ltd., an Israeli company limited by shares. He is also currently Chief Financial Officer of Launch
Two Acquisition Corp. (Nasdaq: LPBB), a blank check company that raised $230.0 million in its initial public offering in October 2024
and is currently searching for a Business Combination target among technology and software infrastructure companies whose products and
services target financial services, real estate and asset management companies, Launchpad Cadenza Acquisition Corp I (Nasdaq: LPCV), a
blank check company that raised $230.0 million in its initial public offering in December 2025 and is currently searching for a Business
Combination target in the blockchain infrastructure, financial technology, and digital market infrastructure companies. He served as the
Chief Financial Officer of Newcourt Acquisition Corp (Nasdaq: NCAC) from June 2023 until January 2024, overseeing NCAC's merger with Psyence
Biomedical (Nasdaq: PBM). Mr. van de Vyver was the head of finance and operations at Propel Venture Partners, a venture capital fund backed
by BBVA Group, from 2017 to 2021. Mr. van de Vyver also served as a consultant from 2015 to 2017 for CrossCountry Consulting, where his
clients included Lending Club (NYSE: LC), Danaher (NYSE: DHR) and Marriott Vacations Worldwide Corp (NYSE: VAC).
****
**Josh
Fried**has served as an independent director and Co-ViceChairman of the board of directors since the commencement of
trading of our securities on Nasdaq. Mr. Fried has nearly 25 years of technology, media and product experience as an executive, general
manager and investor.
36
Mr. Fried is currently the cofounder and CEO of Decal Labs Inc., a
blockchain payments and loyalty company, a post he has held since June 2025. Decal Labs Inc., incorporated in Delaware with offices in
California, Connecticut, works with a merchants existing point-of-sale system to accept stablecoins as payment and enables stored
value loyalty programs that earn interest on customer balances. Mr. Fried currently leads the Solana Foundation's growth effort focused
on commerce, loyalty, merchant payments and ticketing, a post he has held since January 2023. The Solana Foundation is a non-profitfoundation
based in Zug, Switzerland, dedicated to the decentralization, adoption, and security of the Solana blockchain ecosystem. Prior to this
role, from July 2021 to January 2023, Mr. Fried held a business development role at Solana Labs, a commercial entity based in San Francisco
which builds products, tools and reference implementations on the Solana blockchain.
At
Solana Labs, he co-ledthe launch of the Solana Pay protocol, an open-sourceframework for merchant payments using stablecoins.
During his decade-longtenure at Google, from 2011 to 2021, Mr. Fried led the launch and growth of Waze Carpool across all 50 U.S.
states, Israel, Brazil and Mexico, and led a Google Shopping business development team focused on brands and manufacturers. From 2007
to 2011, Mr. Fried built and managed digital properties for NBCUniversal (acquired by Comcast), including several leading destination
websites. Mr. Fried's career began on the content side of the media business, holding editorial and production jobs at STANFORD magazine
from 2001 to 2004. He also worked for CNN (2000), the San Francisco Giants baseball club (2005), and Time Inc.'s Sports Illustrated magazine
(2006). Mr. Fried earned a BA in Comparative Literature from Stanford in 2001 and an MBA from the Yale School of Management in 2007. We
believe that Mr. Fried's experience in the blockchain and consumer internet sector qualifies him to be a member of our board of directors.
**Sheraz
Shere**has served as an independent director and Co-ViceChairman of the board of directors since the commencement of
trading of our securities on Nasdaq. Mr. Shere has over 25 years of financial services and technology experience as a founder, executive
and investor. Mr. Shere is the General Manager of the Payments vertical at the Solana Foundation, a role he has held since January2023.
Prior to his role at the Solana Foundation, from July 2021 to January 2023, Mr. Shere held a leadership role at Solana Labs, a commercial
entity based in San Francisco which builds products, tools and reference implementations that can be used on the Solana blockchain. At
Solana Labs, Mr. Shere led the launch of the Solana Pay protocol, an open source framework for merchant payments using stablecoins. Prior
to his work in the Solana ecosystem, from July 2018 to June 2021, Mr. Shere worked at Google, where he led an AI services team in the
Google Cloud division, focused on digital transformation for Fortune 50 companies; Mr. Shere led large teams of technology professionals
working with the largest telecom companies in the world to transform their contact centers with AI In 2014, Mr. Shere co-foundeda
fintech data company, Commerce Signals, and served as its COO, leading the product, go-to-marketand sales functions. Commerce Signals
was acquired by Verisk (NASDAQ: VRSK) in December of 2019. Prior to founding Commerce Signals, from 2008 to 2014, Mr. Shere worked at
Google, where he led all of sales and business development for the Google Checkout product. From there, he joined the founding team of
Google Pay and led the merchant business development efforts to enable the launch of an Android based mobile payments ecosystem in the
U.S.
**Drew
Glover**has served as an independent director since the commencement of trading of our securities on Nasdaq. Mr. Glover brings
over 15 years of experience at the intersection of financial services, technology, and venture capital as a founder, executive, and operator.
Mr. Glover is currently the General Partner at Fiat Ventures, a venture capital firm he co-foundedin August 2021, dedicated to supporting
early-stagecompanies in fintech and adjacent sectors. Mr. Glover is also a Co-Founderof Fiat Growth, a performance marketing
and consulting agency launched in January 2019, helping mission-drivencompanies such as Chime, Lemonade and Copper Banking achieve
scalable growth and build consumer-focusedfinancial products. Mr. Glover also serves on the Board of the David E. Glover Emerging
Technology Center, a nonprofit focused on advancing technology equity and inclusion. Previously, Mr. Glover was a board member of the
Tennis Coalition SF, where he contributed to efforts promoting community access to sports and recreation. Mr. Glover has held key roles
in technology and growth-focusedorganizations. At Steady IQ, from 2016 to 2018, Mr. Glover served as VP of Marketplace, overseeing
growth for the financial empowerment platform. During his tenures at Namely, from 2014 to 2016, and Accenture (NYSE: ACN), from 2012 to
2013, he led business development and sales efforts, helping businesses optimize their workforce solutions. Earlier in his career, Mr.
Glover was Head of Business Development at Portal A, where he drove strategic partnerships in digital media, and a Social Advocacy Campaign
Manager at PolicyLink, where he worked on technology equity initiatives. Mr. Glover holds a BA and MA in Political Science and American
Studies from the University of California, Berkeley. We believe that Mr. Glover's extensive expertise in venture capital, fintech, and
growth marketing, along with his leadership on nonprofit boards, makes him an invaluable addition to our board of directors.
37
**Advisors**
****
**Ryan
Gilbert**, one of our advisors, is currently the General Partner of Launchpad
Capital, a financial services focused venture capital firm that he founded in 2020, and a senior advisor to Castle Creek Capital. Mr.
Gilbert is also the chairman of the board of Launch One Acquisition Corp. (Nasdaq: LPAA), a blank check company that raised $230.0 million
in its initial public offering in July 2024 and is currently searching for a Business Combination target in the healthcare or healthcare
related industries and, in particular, life sciences following the termination of a Business Combination agreement with Minovia Therapeutics
Ltd., an Israeli company limited by shares He is also an advisor to Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company
which raised $230.0 million in its initial public offering in October 2024 and is currently searching for a Business Combination target
among technology and software infrastructure companies whose products and services target financial services, real estate and asset management
companies, and Launchpad Cadenza Acquisition Corp I (Nasdaq: LPCV), a blank check company that raised $230.0 million in its initial public
offering in December 2025 and is currently searching for a Business Combination target in the blockchain infrastructure, financial technology,
and digital market infrastructure companies Mr. Gilbert has over 25 years of global financial services and technology expertise as an
entrepreneur, investor and advisor. His public company exits include Eventbrite and Square. Mr. Gilbert has extensive SPAC experience
as a Board member, executive and investor. He served as President, Chief Executive and a director of FTAC Olympus Acquisition Corp. until
its Business Combination with Payoneer Inc. (Nasdaq: PAYO) in June 2021. He was also an advisor to the sponsor of each of Phoenix Biotech
Acquisition Corp., which completed its Business Combination with CERo Therapeutics (Nasdaq: CERO) in February 2024, Newcourt Acquisition
Corp., which completed its Business Combination with Psyence Biomedical (Nasdaq: PBM) in January 2024, and Locust Walk Acquisition Corp,
which completed its Business Combination with eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) in August 2021. From 2016 to 2021, Mr. Gilbert
was a General Partner of Propel Venture Partners Fund1, a venture capital fund backed by BBVA Group, and currently serves on the
board of directors of Guideline, Inc. As entrepreneur-in-residenceat venture capital firm Venrock, Mr. Gilbert co-foundedBillFloat
Inc. (dba SmartBiz Loans), a small business lending marketplace, and served as the Chief Executive Officer from 2009 to 2016, and executive
chairman from 2016 to 2022. Since 2008, Mr. Gilbert has been an independent director of River City Bank, a community bank based in Sacramento,
CA. He co-foundedand served as Chief Executive Officer of real estate payments company PropertyBridge from 2003 to 2007 when it
was acquired by MoneyGram International. Mr. Gilbert graduated from the University of the Witwatersrand in Johannesburg, South Africa,
and is an inactive member of the State Bar of California.
**Shami
Patel**, one of our advisors, is currently a Managing Director at Launchpad
Capital. He has over 25 years of global experience in financial services and capital markets as an executive, board member and investor.
Mr. Patel is also an advisor to Launch One Acquisition Corp. (Nasdaq: LPAA), a blank check company which raised $230.0 million in its
initial public offering in July 2024 and is currently searching for a Business Combination target in the healthcare or healthcare related
industries and, in particular, life sciences following the termination of a Business Combination agreement with Minovia Therapeutics Ltd.,
an Israeli company limited by shares. He is also an advisor to each of Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company
which raised $230.0 million in its initial public offering in October 2024 and is currently searching for a Business Combination target
among technology and software infrastructure companies whose products and services target financial services, real estate and asset management
companies, and Launchpad Cadenza Acquisition Corp I (Nasdaq: LPCV), a blank check company that raised $230.0 million in its initial public
offering in December 2025 and is currently searching for a Business Combination target in the blockchain infrastructure, financial technology,
and digital market infrastructure companies His SPAC experience includes being the Chief Operating Officer of FTAC Olympus Acquisition
Corp. which completed its Business Combination with Payoneer Inc. (NASDAQ: PAYO) in February 2021, an advisor to Phoenix Biotech Acquisition
Corp., which completed its Business Combination with CERo Therapeutics Holdings, Inc. (NASDAQ: CERO) in February 2024, an advisor to Newcourt
Acquisition Corp. which completed its Business Combination with Psyence Biomedical Ltd. (NASDAQ: PBM) in January 2024, and an advisor
to Locust Walk Acquisition Corp, which completed its Business Combination with eFFECTOR Therapeutics, Inc. (NASDAQ: EFTR) in August 2021.
Mr. Patel was also active in origination, due diligence and execution of SPACs as a director of FinTech I, which completed its Business
Combination with CardConnect LLC (NASDAQ: CCN) in August 2016, and FinTech II, which completed its Business Combination with Intermex
Holdings II, Inc. in July 2018., with the post-Business Combination company being renamed International Money Express, Inc. (NASDAQ: IMXI);
In addition, Mr. Patel served as a board observer of International Money Express, Inc. following its Business Combination, until March
2020. He also served as an advisor to FinTech III, which completed its Business Combination with Paya Holdings Inc. (NASDAQ: PAYA) in
October 2020, and FinTech IV, which completed its Business Combination with Perella Weinberg Partners (NASDAQ: PWP) in June 2021. From
2015 to 2025, Mr.Patel was a managing director at Cohen Circle, LLC. Aside from his experience with SPACs, from 2010 to 2015, Mr.
Patel served as the Vice Chairman of the board of directors and Chair of the compliance committee of Golden Pacific Bancorp, Inc., which
was acquired by SoFi Technologies (NASDAQ: SOFI) in February 2022. From 2012 to 2014, he served as a venture partner at Clean Pacific
Ventures Management, LLC, a venture capital firm specializing in early stage investments. Mr. Patel was also a partner at, and served
on the executive committee of, Hexagon Securities, LLC, a credit focused investment bank and securities firm from 2010 to 2012. From 2001
to August 2009, he served as Managing Director and Senior Partner at Cohen & Company, helping to launch Alesco Financial, Inc. (NYSE:
AFN), where he served as Chief Operating Officer and Chief Investment Officer from 2006 to 2009. From 1999 to 2000, he served as Chief
Financial Officer for TRM Corporation (NASDAQ: TRMM), a consumer and financial services company. In 2000, Mr. Patel co-foundediATMglobal.net,
a middleware software business where he served as Chief Executive Officer and which was sold to NCR Corporation in 2001. Mr. Patel also
served on the Board of Visitors of Duke University School of Law from 2011 to 2023 and where he was a Senior Lecturing Fellow. Mr. Patel
received a Juris Doctor with honors and Master of Business Administration from Duke University and Bachelor of Arts in Philosophy and
Economics from Trinity University.
38
We
currently expect our advisors to (i) assist us in sourcing and negotiating with potential Business Combination targets and (ii) provide
their business insights when we assess potential Business Combination targets. In this regard, they will fulfill some of the same functions
as our board members. However, they have no written advisory agreement with us. Our advisors (Ryan Gilbert and Shami Patel) own a pecuniary
interest in the Founder Shares held by our sponsor, but are not currently party to any agreements to receive additional compensation.
Our advisors will not be under any fiduciary obligations to us nor will they perform board or committee functions. They will also not
be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members
are subject. Accordingly, if any of our advisors becomes aware of a Business Combination opportunity which is suitable for any of the
entities to which he has fiduciary or contractual obligations (including other blank check companies), he will honor his fiduciary or
contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects
the opportunity. We may modify or expand our roster of advisors as we source potential Business Combination targets or create value in
businesses that we may acquire.
****
**Family Relationships**
No family relationships
exist between any of our directors or executive officers.
**Involvement in Certain Legal Proceedings**
There are no material proceedings to which any director or executive
officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer.
****
**Number and Terms of Office of Officers and
Directors**
****
Our
Board of Directors consists of five members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-yearterm.
Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote (i) on the
appointment and removal of directors or (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special
Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving
a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such
matters during such time. These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary
Shares may be amended by a Special Resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in
respect of the consummation of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of our shareholders. The term of office
of the first class of directors, which consists of Drew Glover, will expire at our first annual general meeting. The term of office of
the second class of directors, which consists of Julian Sevillano, will expire at the second annual general meeting. The term of office
of the third class of directors, which consists of Josh Fried and Sheraz Shere, will expire at the third annual general meeting. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal
year end following our listing on Nasdaq.
Our officers are appointed by the Board of Directors and serve at the
discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to vote to appoint
officers as it deems appropriate pursuant to our Amended and Restated Articles.
****
**Committees of the Board of Directors**
****
**Audit Committee**
****
Our
Board of Directors has established the Audit Committee. Mr. Fried, Mr. Shere and Mr. Glover serve as the members of our Audit Committee.
Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent.
Mr. Fried, Mr. Shere and Mr. Glover are each independent.
****
39
****
Drew
Glover serves as the chair of the Audit Committee. Each member of the Audit Committee is financially literate, and our Board of Directors
has determined that Drew Glover qualifies as an "audit committee financial expert" as defined in applicable SEC rules.
We
adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:
|
| assisting Board oversight of (1) the integrity of our financial
statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications
and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment,
compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent
registered public accounting firm engaged by us; |
|
|
| pre-approvingall audit and non-auditservices to be provided by the independent registered
public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approvalpolicies and procedures;
reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting
firm have with us in order to evaluate their continued independence; | |
|
| setting clear policies for audit partner rotation in compliance
with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting
firm describing (1) the independent registered public accounting firm's internal quality-controlprocedures and (2) any material
issues raised by the most recent internal quality-controlreview, or peer review, of the independent registered public accounting
firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one
or more independent audits carried out by the firm and any steps taken to deal with such issues; |
|
|
| meeting to review and discuss our annual audited financial statements and quarterly financial statements
with Management and the independent registered public accounting firm, including reviewing our specific disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction
required to be disclosed pursuant to Item 404 of Regulation S-Kpromulgated by the SEC prior to us entering into such transaction; | |
|
| reviewing with Management, the independent registered public accounting firm, and our legal advisors,
as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any
employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any
significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory
authorities; | |
|
| advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and
to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and | |
|
| implementing and overseeing our cybersecurity and information security policies, and periodically reviewing
the policies and managing potential cybersecurity incidents. | |
**Compensation Committee**
****
Our
Board of Directors has established the Compensation Committee. The members of our Compensation Committee are Mr. Fried, Mr. Shere and
Mr. Glover, and Mr.Shere serves as chair of the Compensation Committee.
Under
the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members, all of whom must
be independent. Mr. Fried, Mr. Shere and Mr. Glover are each independent. We have adopted a Compensation Committee charter, which details
the principal functions of the compensation committee, including:
|
| reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive
officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and
approving the remuneration (if any) of our chief executive officer's based on such evaluation; | |
|
| reviewing and making recommendations to our Board of Directors with respect to the compensation, and any
incentive compensation and equity based plans that are subject to board approval of all of our other officers; | |
|
| reviewing our executive compensation policies and plans; | |
|
| implementing and administering our incentive compensation equity-basedremuneration plans; | |
40
|
| assisting Management in complying with our proxy statement and annual report disclosure requirements; | |
|
| approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our executive officers and employees; | |
|
| producing a report on executive compensation to be included in our annual proxy statement; | |
|
| reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and | |
|
| advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statements restatement or other financial statements change and perform any other tasks required
of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange
and subject to the SEC Clawback Rule. | |
The
charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation
Committee considers the independence of each such adviser, including the factors required by Nasdaq and the SEC.
**Director Nominations**
We
do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required
to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e) of the Nasdaq Rules, a majority of the independent directors may
recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can
satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating
committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Fried, Mr. Shere and
Mr. Glover. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating
committee, we do not have a nominating committee charter in place.
The
Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking
proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our
shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our
Amended and Restated Articles.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend
director candidates for nomination to our Board of Directors.
**Code of Ethics**
****
We have adopted the Code of
Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant
any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable
SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our
website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
The foregoing description
of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,
a copy of which is attached hereto as Exhibit 14.
41
**Trading Policies**
On April 28, 2025, we adopted
the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,
which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.
The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.
**Item
11. Executive Compensation.**
None of our executive officers
or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory
fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us
prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if
made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:
|
| Repayment of up to an aggregate of $300,000 in
loans made to us by our Sponsor, pursuant to the IPO Promissory Note to cover offering-relatedand organizational expenses; | |
|
| Reimbursement for office space, utilities and secretarial and administrative support made available to
us by Launchpad Capital Management Company LLC, an affiliate of our sponsor, in an amount equal to $12,500 per month, pursuant to the
Administrative Services Agreement; | |
|
| Payment of consulting, success or finder fees to our Sponsor, officers, directors, advisors or their respective
affiliates in connection with the consummation of our initial Business Combination; | |
|
| We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with
our initial Business Combination and certain other transactions and pay such person or entity a fee in an amount that constitutes a market
standard for comparable transactions; | |
|
| Reimbursement for any out-of-pocketexpenses related to identifying, investigating, negotiating and
completing an initial Business Combination; and | |
|
| Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain
of our officers and directors to finance transaction costs in connection with
an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-BusinessCombination
entity at a price of $1.00 per Warrant at the option of the lender. Such Warrants would be identical to the Private Placement Warrants.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such Working Capital Loans. | |
After
the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business
Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination,
because the directors of the post-combinationbusiness will be responsible for determining executive officer and director compensation.
Any
compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either
by the Compensation Committee or by a majority of the independent directors on our Board of Directors.
We do not intend to take any
action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our Management's motivation in identifying or selecting a target business but we do not believe that the ability
of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision
to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.
42
**Compensation Recovery and Clawback Policy**
On April 18, 2025 our Board of Directors approved the adoption of the
Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608. At
no time during the fiscal year covered by this Report were we required to prepare an accounting restatement that required recovery of
an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97.
**Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**
The following table sets forth information regarding the beneficial
ownership of our Ordinary Shares as of March 26, 2026 based on information obtained from the persons named below, with respect to the
beneficial ownership of Ordinary Shares, by:
|
| each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; |
|
|
| each
of our executive officers and directors that beneficially owns our Ordinary Shares; and |
|
|
| all
our executive officers and directors as a group. |
|
In the table below, percentage ownership is based on 37,518,750 Ordinary
Shares, consisting of (i) 30,015,000 Class A Ordinary Shares and (ii) 7,503,750 Class B Ordinary Shares, issued and outstanding as of
March 26, 2026. On all matters to be voted upon, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a
single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A
Ordinary Shares on a one-for-one basis.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private
Placement Warrants are not exercisable within 60days of the date of this Report.
|
| |
ClassA Ordinary Shares | | |
ClassB Ordinary Shares | | |
Approximate
Percentage | | |
|
Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage ofClass | | |
Number of Shares Beneficially Owned | | |
Approximate Percentage ofClass | | |
of Total
Outstanding Ordinary Shares | | |
|
Wen
Sponsor LLC(2)(3) | |
| | | |
| | | |
| 7,503,750 | | |
| 100.00 | % | |
| 20.00 | % | |
|
Julian Sevillano | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Jurgen van de Vyver | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Josh Fried | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Sheraz Shere | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Drew Glover | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
All officers and directors and director as a group (5 persons)(2)(3) | |
| | | |
| | | |
| 7,503,750 | | |
| 100 | % | |
| 20.00 | % | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Other 5% Shareholders | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Barclays PLC (4) | |
| 2,352,961 | | |
| 7.83 | % | |
| | | |
| | | |
| 6.27 | % | |
|
Harraden Parties (5) | |
| 1,820,449 | | |
| 6.07 | % | |
| | | |
| | | |
| 4.85 | % | |
|
Saba Parties (6) | |
| 1,563,222 | | |
| 5.21 | % | |
| | | |
| | | |
| 4.17 | % | |
|
(1) |
Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Wen Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612. | |
|
(2) | Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares (unless
otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with
or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one
basis, subject to adjustment. | |
43
|
(3) |
Wen Sponsor LLC, our Sponsor, is the record holder of such Class B Ordinary Shares. Wen Management Sponsor LLC is the sole managing member of our Sponsor and Ryan Gilbert and Shami Patel are the managing members of Wen Management Sponsor LLC and hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Mr. Gilbert and Mr. Patel disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In addition, our officers, directors and advisors are indirectly own Founder Shares as members of Wen Management Sponsor LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. | |
|
(4) | According to a Schedule 13G/A filed with the SEC on February 11, 2026 by Barclays Bank PLC, a public limited
company of the United Kingdom (Barclays). The principal business address of Barclays is 1 Churchill Place, London E14 5HP,
United Kingdom. | |
|
(5) | According to Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2026, by (i) Harraden
Circle Investments, LLC, a Delaware limited liability company (Harraden Adviser, (ii) Harraden Circle Investors GP, LP,
a Delaware limited partnership (Harraden GP), (iii) Harraden Circle Investors GP, LLC, a Delaware limited liability company
(Harraden LLC), (iv) Harraden Circle Investors, LP, a Delaware limited partnership (Harraden Fund), (v) Harraden
Circle Special Opportunities, LP, a Delaware limited partnership (Harraden Special Op Fund), (vi) Harraden Circle Strategic
Investments, LP, a Delaware limited partnership (Harraden Strategic Fund), (vii) Frederick V. Fortmiller, Jr., a United
Stated citizen (Mr. Fortmiller) and (viii) Harraden Circle Concentrated, LP, a Delaware limited partnership (Concentrated
Fund, collectively with Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Strategic Fund and Mr. Fortmiller,
the Harraden Parties). Harraden GP is the general partner to Harraden Fund, Harraden Special Op Fund, Harraden Strategic
Fund, and Concentrated Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to
Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Concentrated Fund and other high net worth individuals. Mr. Fortmiller
is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser
and Mr. Fortmiller may be deemed to indirectly beneficially own the Public Shares directly beneficially owned by Harraden Fund, Harraden
Special Op Fund, Harraden Strategic Fund, and Concentrated Fund. The principal business address of each of the Harraden Parties is 885
Third Avenue, Suite 2600B, New York, New York 10022. | |
|
(6) | According to s Schedule 13G/A filed with the SEC on January 12, 2026 by (i) Saba Capital Management, L.P.,
a Delaware limited partnership (Saba Capital), (ii) Saba Capital Management GP, LLC, a Delaware limited liability company
(Saba GP), and (iii) Mr. Boaz R. Weinstein (Mr. Weinstein, collectively with Saba Capital and Saba GP, the
Saba Parties). The principal business address for each of the Saba Parties is 405 Lexington Avenue, 58th Floor, New York,
New York 10174. | |
**Securities Authorized for Issuance under Equity
Compensation Plans**
None.
**Changes in Control**
None.
**Item 13. Certain Relationships and Related Transactions, and Director Independence.**
On January 13, 2025, our Sponsor
paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs and expenses in the Initial Public Offering in
exchange for 5,750,000 Founder Shares. On April28, 2025, and on April29, 2025, we, through a share capitalization, issued
the Sponsor an additional 575,000 and 1,178,750, respectively, Class B Ordinary Shares, as a result of which the Sponsor has purchased
and holds an aggregate of 7,503,750 Class B Ordinary Shares.
44
The number of Founder Shares
outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 30,015,000
Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding
Ordinary Shares after the Initial Public Offering. Up to 978,750 of the Founder Shares were to be surrendered for no consideration depending
on the extent to which the Over-Allotment Option was exercised. On May 15, 2025, the Underwriters fully exercised their Over-Allotment
Option and such 978,570 Founder Shares are no longer subject to forfeiture.
Simultaneously with the closing of the Initial Public Offering and
pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of 7,220,000 Private Placement Warrants
to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds
to us of $7,220,000. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 2,610,000 Private Placement Warrants and Cantor
purchased 2,610,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that, so
long as they are held by our Sponsor or its permitted transferees, the Private Placement Warrants (i)may not (including the ClassA
Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned
or sold by the holders until 30days after the completion of our initial Business Combination, (ii)will be entitled to registration
rights and (iii)with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than
fiveyears from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule5110(g)(8). If we do
not complete our initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
Prior to or in connection
with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers, directors, advisors or their
respective affiliates a finder's fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial
Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside
the Trust Account.
Pursuant
to the Administrative Services Agreement, we currently utilize office space at 180 Grand Avenue, Suite 1530, Oakland, California 94612
from Launchpad Capital Management Company LLC, an affiliate of our Sponsor. We pay such affiliate $12,500 per month for certain office
space, utilities and secretarial and administrative support provided to members of our Management Team; upon completion of our initial
Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2025, we have paid $93,750 pursuant
to the Administrative Services Agreement.
Prior to the closing of our
Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses
related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025
or the completion of our Initial Public Offering. The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering.
No additional borrowing is available under the IPO Promissory Note.
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination,
we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such
repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a
price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms
of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.
As of December 31, 2025, we did not have any borrowings under any Working Capital Loans.
After
our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation
or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known
at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination,
as applicable, as it will be up to the directors of the post-combinationbusiness to determine executive and director compensation.
45
Pursuant to the Registration Rights Agreement, the holders of (i) the
Founder Shares, (ii) the Private Placement Warrants and (iii) any Private Placement-equivalent warrants issued in connection with the
Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights
pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares,
only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggyback
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may
participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to
liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination
within the Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares.
****
**Director Independence**
****
Nasdaq Rules require that a majority of our Board of Directors be independent
within one year of our Initial Public Offering. An independent director is defined generally as a person who, in the opinion
of the companys board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder
or officer of an organization that has a relationship with the company). Our Board of Directors has determined that each of Josh Fried,
Sheraz Shere, and Drew Glover are independent directors as defined in the Nasdaq Rules and applicable SEC rules. Our independent
directors have regularly scheduled meetings at which only independent directors are present.
46
**Item 14. Principal Accountant Fees and Services.**
The following is a summary
of fees paid or to be paid to Withum for services rendered.
**
**Audit Fees**
****
Audit fees consist of the aggregate fees for professional services
rendered for the (audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory
filings. The aggregate fees of Withum for professional services rendered for the (i) audit of our annual financial statements and (ii)
review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for
the period from January 13, 2025 (inception) through December 31, 2025 and totaled approximately $169,395. The above amounts include interim
procedures and audit fees, as well as attendance at Audit Committee meetings.
**
**Audit-Related Fees**
Audit-related fees consist
of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under Audit Fees. These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related
fees for the period from January 13, 2025 (inception) through December 31, 2025.
**Tax Fees**
Tax fees consist of the aggregate
fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services,
planning or advice for the period from January 13, 2025 (inception) through December 31, 2025
**
**All Other Fees**
All
other fees consist of the aggregate fees billed for all other services.We did not pay Withum for the period from January
13, 2025 (inception) through December 31, 2025
**Pre-Approval Policy**
Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the
audit).
47
**PART IV**
****
**Item
15. Exhibit and Financial Statement Schedules.**
|
(a) | The
following documents are filed as part of this Report: |
|
|
(1) | Financial
Statements |
|
|
|
|
Page | |
|
|
|
| |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
|
F-2 | |
|
|
|
| |
|
Financial Statements: |
|
| |
|
|
|
| |
|
Balance Sheet as of December 31, 2025 |
|
F-3 | |
|
|
|
| |
|
Statement of Operations for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-4 | |
|
|
|
| |
|
Statement of Changes in Shareholders Deficit for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-5 | |
|
|
|
| |
|
Statement of Cash Flows for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-6 | |
|
|
|
| |
|
Notes to Financial Statements |
|
F-7 to F-21 | |
|
(2) | Financial
Statement Schedules |
|
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes thereto beginning on page F-1 of this Report.
|
(3) | Exhibits |
|
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
**Item
16. Form 10-K Summary.**
Omitted at our Companys
option.
48
**WEN ACQUISITION CORP.**
**INDEX TO FINANCIAL STATEMENTS**
****
|
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) |
|
F-2 | |
|
Financial Statements: |
|
| |
|
Balance Sheet as of December 31, 2025 |
|
F-3 | |
|
Statement of Operations for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-4 | |
|
Statement of Changes in Shareholders Deficit for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-5 | |
|
Statement of Cash Flows for the Period from January 13, 2025 (Inception) through December 31, 2025 |
|
F-6 | |
|
Notes to Financial Statements |
|
F-7 to F-21 | |
F-1
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**
Board of Directors and Shareholders
Wen Acquisition Corp.
**Opinion on the Financial Statements**
We have audited the accompanying balance sheet of Wen Acquisition Corp.
(the Company) as of December 31, 2025, and the related statements of operations, changes in shareholders deficit,
and cash flows for the period from January 13, 2025 (inception) through December 31, 2025, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the
financial position of Wen Acquisition Corp. as of December 31, 2025, and the results of its operations and its cash flows for the period
from January 13, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United
States of America.
**Going Concern**
****
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional
funds to alleviate liquidity needs and complete a Business Combination within two years of the initial public offering, then the Company
will cease all operations except for the purpose of liquidating. The liquidity condition raises substantial doubt about the Companys
ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
These financial statements are the responsibility
of the entitys management. Our responsibility is to express an opinion on the entitys financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since
2025.
New York, New York
March 26, 2026
PCAOB ID Number 100
F-2
**WEN ACQUISITION CORP.**
**BALANCE SHEET**
**DECEMBER 31, 2025**
****
|
Assets: | |
| | |
|
Current assets | |
| | | |
|
Cash | |
$ | 553,972 | | |
|
Prepaid expenses | |
| 50,130 | | |
|
Prepaid insurance | |
| 77,385 | | |
|
Total current assets | |
| 681,487 | | |
|
Prepaid insurance long-term | |
| 31,169 | | |
|
Cash and marketable securities held in Trust Account | |
| 307,783,710 | | |
|
Total Assets | |
$ | 308,496,366 | | |
|
| |
| | | |
|
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit: | |
| | | |
|
Current liabilities | |
| | | |
|
Accrued expenses | |
$ | 50,877 | | |
|
Accrued offering expenses | |
| 75,000 | | |
|
Due to Sponsor | |
| 5,455 | | |
|
Total current liabilities | |
| 131,332 | | |
|
Deferred fee payable | |
| 14,289,750 | | |
|
Total Liabilities | |
| 14,421,082 | | |
|
| |
| | | |
|
Commitments and Contingencies (Note6) | |
| | | |
|
Class A Ordinary Shares subject to possible redemption, 30,015,000 shares at a redemption value of $10.25 per share | |
| 307,783,710 | | |
|
| |
| | | |
|
Shareholders Deficit | |
| | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| | | |
|
ClassA Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding, excluding 30,015,000 shares subject to possible redemption | |
| | | |
|
ClassB 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 | |
| (13,709,176 | ) | |
|
Total Shareholders Deficit | |
| (13,708,426 | ) | |
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | |
$ | 308,496,366 | | |
****
The accompanying notes are an integral
part of the financial statements.
F-3
**WEN ACQUISITION CORP.**
**STATEMENT OF OPERATIONS**
**FOR THE PERIOD FROM JANUARY13,
2025 (INCEPTION) THROUGH DECEMBER 31, 2025**
****
|
General and administrative costs | |
$ | 756,684 | | |
|
Loss from operations | |
| (756,684 | ) | |
|
| |
| | | |
|
Other income: | |
| | | |
|
Interest earned on cash and marketable securities held in Trust Account | |
| 7,633,710 | | |
|
Other income | |
| 7,633,710 | | |
|
| |
| | | |
|
Net income | |
$ | 6,877,026 | | |
|
| |
| | | |
|
Basic and diluted weighted average shares outstanding of Class A Ordinary Shares | |
| 19,270,994 | | |
|
| |
| | | |
|
Basic and diluted net income per Ordinary Share, Class A Ordinary Shares | |
$ | 0.26 | | |
|
| |
| | | |
|
Basic weighted average shares outstanding of Class B Ordinary Shares | |
| 7,153,402 | | |
|
| |
| | | |
|
Basic net income per Ordinary Share, Class B Ordinary Shares | |
$ | 0.26 | | |
|
| |
| | | |
|
Diluted weighted average shares outstanding of Class B Ordinary Shares | |
| 7,286,868 | | |
|
| |
| | | |
|
Diluted net income per Ordinary Share, Class B Ordinary Shares | |
$ | 0.26 | | |
****
The accompanying notes are an integral
part of the financial statements.
F-4
**WEN ACQUISITION CORP.**
**STATEMENT OF CHANGES IN SHAREHOLDERS
DEFICIT**
**FOR THE PERIOD FROM JANUARY13,
2025 (INCEPTION) THROUGH DECEMBER 31, 2025**
****
|
| |
Class A
Ordinary Shares | | |
Class B
Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
|
Balance January 13, 2025 (inception) | |
| | | |
$ | | | |
| | | |
$ | | | |
$ | | | |
$ | | | |
$ | | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Class B Ordinary Shares to Sponsor | |
| | | |
| | | |
| 7,503,750 | | |
| 750 | | |
| 24,250 | | |
| | | |
| 25,000 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
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 | ) | |
| (20,586,202 | ) | |
| (30,278,046 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,877,026 | | |
| 6,877,026 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balance December 31, 2025 | |
| | | |
$ | | | |
| 7,503,750 | | |
$ | 750 | | |
$ | | | |
$ | (13,709,176 | ) | |
$ | (13,708,426 | ) | |
****
The accompanying notes are an integral
part of the financial statements.
F-5
**WEN ACQUISITION CORP.**
**STATEMENT OF CASH FLOWS**
**FOR THE PERIOD FROM JANUARY 13, 2025
(INCEPTION) THROUGH DECEMBER 31, 2025**
****
|
Cash Flows from Operating Activities: | |
| | |
|
Net income | |
$ | 6,877,026 | | |
|
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 | |
| (7,633,710 | ) | |
|
Changes in operating assets and liabilities: | |
| | | |
|
Prepaid expenses | |
| (4,660 | ) | |
|
Prepaid insurance | |
| (108,554 | ) | |
|
Accrued expenses | |
| 50,877 | | |
|
Net cash used in operating activities | |
| (759,896 | ) | |
|
| |
| | | |
|
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 | |
| 294,930,000 | | |
|
Proceeds from sale of Private Placements Warrants | |
| 7,220,000 | | |
|
Repayment of IPO Promissory Note | |
| (300,000 | ) | |
|
Payment of offering costs | |
| (386,132 | ) | |
|
Net cash provided by financing activities | |
| 301,463,868 | | |
|
| |
| | | |
|
Net Change in Cash | |
| 553,972 | | |
|
Cash Beginning of period | |
| | | |
|
Cash End of period | |
$ | 553,972 | | |
|
| |
| | | |
|
Non-cash investing and financing activities: | |
| | | |
|
Offering costs included in accrued offering costs | |
$ | 75,000 | | |
|
Deferred offering costs paid through IPO Promissory Note | |
$ | 200,860 | | |
|
Prepaid services contributed by Sponsor through IPO Promissory Note | |
$ | 45,470 | | |
|
Deferred Fee payable | |
$ | 14,289,750 | | |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | |
$ | 25,000 | | |
****
The accompanying notes are an integral
part of the financial statements.
F-6
****
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
****
**Note1 Description of Organization and Business
Operations**
Wen Acquisition Corp.(the Company) is a blank check
company incorporated as a Cayman Islands exempted corporation on January13, 2025. The Company was incorporated for the purpose of
effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses (the Business Combination). As of December 31, 2025, the Company had not entered into a definitive
agreement with any specific Business Combination target. The Company is an early-stage and emerging growth company and, as such, the Company
is subject to all of the risks associated with early-stage and emerging growth companies.
As of December 31, 2025, the Company had not commenced
any operations. All activities for the period from January13, 2025 (inception) through December 31, 2025 relate to the Companys
formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company
and negotiating the terms of a Business Combination. The Company will not generate any operating revenue until after the completion of
its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and
cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December31 as its fiscal year
end.
The Companys sponsor is Wen Sponsor LLC
(the Sponsor).
The Registration Statement on Form S-1 for the
Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the SEC) on April 30, 2025 (File
No. 333-28682) was declared effective on May 15, 2025 (as amended, the IPO Registration Statement). On May 19, 2025, the
Company consummated the initial public offering of 30,015,000units at $10.00 per unit (the Units), which is discussed
in Note3, which included the full exercise of the Over-Allotment Option (as defined in Note 6) of 3,915,000 Units (the Option
Units), generating gross proceeds of $300,150,000 (the Initial Public Offering). Each Unit consists ofoneClassA
ordinary share, par value $0.0001per share, of the Company (the Class A Ordinary Shares and with respect to the Class
A Ordinary Shares included in the Units, the Public Shares) and one-third of one redeemable warrant (each, a Public
Warrant).
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 7,220,000 Private Placement Warrants (the Private Placement
Warrants and together with the Public Warrants, the Warrants) at a price of $1.00 per Private Placement Warrant,
in a private placement to the Sponsor and Cantor Fitzgerald& Co. (Cantor), the representative of the several underwriters
of the Initial Public Offering (the Underwriters), generating gross proceeds to the Company of $7,220,000 (the Private
Placement). Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to
adjustment. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 4,610,000 Private Placement Warrants and Cantor purchased
2,610,000 Private Placement Warrants.
Transaction costs amounted to $20,196,742, consisting
of $5,220,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $14,289,750, and $686,992 of other offering costs.
The Companys management (Management)
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,
although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the
Deferred Fee).
The Business Combination must be with one or more
target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below)
(excluding the amount of the Deferred Fee held and taxes payable, if any, on the income earned on the Trust Account) at the time of the
signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940,
as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business
Combination.
F-7
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
Upon the closing of the Initial Public Offering
on May 19, 2025, an amount of $300,150,000 ($10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement
was placed in a trust account (the Trust Account), located in the United States, with Continental Stock Transfer & Trust
Company (Continental), acting as trustee. The funds in the Trust Account may be invested in U.S. Department of the Treasury
(Treasury) obligations with a maturity of 185days or less or in money market funds meeting certain conditions under
Rule2a-7under the Investment Company Act which invest only in direct Treasury obligations; the holding of these assets in
this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk
that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer
that the Company holds investments in the Trust Account, the Company may, at any time (based on Managements ongoing assessment
of all factors related to the Companys potential status under the Investment Company Act), instruct the trustee to liquidate the
investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit
account at a bank.
Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering
and the Private Placement will not be released from the Trust Account until the earliest of (i)the completion of the initial Business
Combination, (ii)the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by May
19, 2027 or by such earlier liquidation date as the Companys board of directors may approve (the Combination Period),
subject to applicable law, or (iii)the redemption of the Public Shares properly submitted in connection with a shareholder vote
to amend the Companys Amended and Restated Articles to modify (1) the substance or timing of the Companys obligation to
allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated
an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders rights
or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys
creditors, if any, which could have priority over the claims of the holders of the Public Shares (the Public Shareholders).
The Company will provide the Public Shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held
in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations.
As of December 31, 2025, the amount in the Trust Account was $10.25 per Public Share.
The Ordinary Shares (as defined in Note 5) subject
to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering,
in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic480,
Distinguishing Liabilities from Equity (ASC 480).
The Company has only the duration of the Combination
Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the
Combination Period, the Company willas promptly as reasonably possible but not more than tenbusinessdays thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares
and completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidation or other
distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject
to the other requirements of applicable law.
F-8
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
The Sponsor, officers and directors have entered
into a letter agreement with the Company, dated May 15, 2025 (the Letter Agreement), pursuant to which they have agreed
to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with
(x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures
to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business
Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing
of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public
Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions
relating to shareholders rights or pre-initial Business Combination activity; (ii)waive their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the
Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares
they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions
from assets outside the Trust Account; and (iii)vote any Founder Shares held by them and any Public Shares purchased during or after
the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the Exchange Act), which would
not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per Public Share and (ii)the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply
to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act).
However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified
whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets
are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations.
**Liquidity, Capital Resources and Going Concern**
At December 31, 2025, the Company had cash of
$553,972 and working capital of $550,155.
The Company has incurred and expects to continue
to incur significant costs in pursuit of its acquisition plans. The Company may need to raise additional capital through loans or additional
investments from its Sponsor, shareholders, officers, directors, or third parties. The Companys officers, directors and Sponsor
may, but are not obligated to, loan the Company Working Capital Loans (as defined in Note 5), from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion, to meet the Companys working capital needs. Accordingly, the Company may
not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit
of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available
to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have
sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account.
In connection with the Companys assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial Statement- Going Concern,
Management has determined the Companys liquidity condition raises substantial doubt about the Companys ability to continue
as a Going Concern. The accompanying financial statements do not include any adjustments that might result from the Companys inability
to continue as a Going Concern.
F-9
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
**Note2 Summary of Significant Accounting Policies**
**
**Basis of Presentation**
The accompanying financial statements are presented in U.S. dollars
and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP)
and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC).
**Emerging Growth Company Status**
The Company is an emerging growth company,
as defined in Section2(a)of the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012 (the
JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in
its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1)of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
****
**Use of Estimates**
The preparation of the accompanying financial
statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Making estimates requires Management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change
in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.****
**Cash and Cash Equivalents**
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $553,972 and did not
have any cash equivalents as of December 31, 2025.
****
F-10
****
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
****
**Cash and Marketable Securities Held in Trust
Account**
At December 31, 2025, substantially all the assets
held in the Trust Account amounting to $307,783,710 were held in money market funds, which are invested primarily in Treasury securities.
All of the Companys investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the
end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included
in interest earned on cash and marketable securities held in Trust Account in the accompanying statement of operations. The estimated
fair values of investments held in the Trust Account are determined using available market information.
For the period from January 13, 2025 (inception)
through December 31, 2025, the Company recorded $7,633,710 of interest earned from the Trust Account in the accompanying statements of
operations. For the period from January 13, 2025 (inception) through December 31, 2025, the Company did not withdraw any interest earned
in the Trust Account.
****
**Fair Value of Financial Instruments**
****
The fair value of the Companys assets and
liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurements and Disclosures, approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature.
****
**Concentration of Credit Risk**
****
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Companys financial condition, results of operations, and cash flows.****
**Offering Costs Associated with the Initial
Public Offering**
The Company complies with the requirements of
the FASB ASC Topic 340-10-S99, Other Assets and Deferred Costs - SEC Materials, and SEC Staff Accounting Bulletin Topic
5A, Expenses of Offering. Deferred offering costs consist principally of professional and registration fees that are related
to the Initial Public Offering. FASB ASC Topic 470-20, Debt with Conversion and Other Options, addresses the allocation
of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial
Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public
Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to the Public
Shares were charged to temporary equity. Offering costs allocated to the Warrants were charged to shareholders deficit as the Warrants
were accounted for under equity treatment based on the equity classification of the underlying financial instruments, after Managements
evaluation.
**Income Taxes**
The Company accounts for income taxes under FASB
ASC Topic 740, Income Taxes (ASC 740), which requires an asset and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements
and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.
F-11
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
Management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Companys tax provision was zero for the periods presented.
**Warrant Instruments**
The Company accounts for the Warrants issued in
connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815,
Derivatives and Hedging (ASC 815). Accordingly, the Company evaluated and classified the warrant instruments
under equity treatment at their assigned values. Accordingly, the Company evaluated and classified the warrant instruments under equity
treatment at their assigned values. Such guidance provides that the Warrants described above were not precluded from equity classification.
Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized
as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
**Class A Ordinary Shares Subject to Possible
Redemption**
The Public Shares contain a redemption feature
that allows for the redemption of such Public Shares in connection with the Companys liquidation, if there is a shareholder vote
to modify (1) the substance or timing of the Companys obligation to allow redemption in connection with a Business Combination
or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the completion window or
(2) any other material provisions relating to shareholders rights or pre-initial Business Combination activity, or if there is
a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99,
Distinguishing Liabilities from Equity, the Company classifies Public Shares subject to possible redemption outside of permanent
equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value
immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting
period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
value. The change in the carrying value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital (to
the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders deficit section of the accompanying balance
sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheet
are reconciled in the following table:
****
|
Gross proceeds | |
$ | 300,150,000 | | |
|
Less: | |
| | | |
|
Proceeds allocated to Public Warrants | |
| (2,641,320 | ) | |
|
Class A Ordinary Shares issuance cost | |
| (20,003,016 | ) | |
|
Plus: | |
| | | |
|
Accretion of carrying value to redemption value | |
| 30,278,046 | | |
|
Class A Ordinary Shares subject to possible redemption, December 31, 2025 | |
$ | 307,783,710 | | |
**Net Income Per Ordinary Share**
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, Earnings Per Share. Income and losses are shared pro rata to the shares. Net income
per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion
associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
F-12
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
The calculation of diluted income per Ordinary
Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the
Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from January 13, 2025
(inception) through December 31, 2025 was less than the exercise price, and therefore, the inclusion of such Warrants under the Treasury
stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable
to purchase 30,015,000 Class A Ordinary Shares in the aggregate.
The following tables reflect the calculation of
basic and diluted net income per Ordinary Share:
|
| |
For the Period from January 13, 2025 (Inception) Through December 31, 2025 | | |
|
| |
| ClassA | | |
| ClassB | | |
|
Basic net income per Ordinary Share | |
| | | |
| | | |
|
Numerator: | |
| | | |
| | | |
|
Allocation of net income | |
$ | 5,015,332 | | |
$ | 1,861,694 | | |
|
Denominator: | |
| | | |
| | | |
|
Basic weighted average Ordinary Shares outstanding | |
| 19,270,994 | | |
| 7,153,402 | | |
|
Basic net income per Ordinary Share | |
$ | 0.26 | | |
$ | 0.26 | | |
|
| |
For the Period from January 13, 2025 (Inception) Through December 31, 2025 | | |
|
| |
| ClassA | | |
| ClassB | | |
|
Diluted net income per Ordinary Share | |
| | | |
| | | |
|
Numerator: | |
| | | |
| | | |
|
Allocation of net income | |
$ | 4,990,128 | | |
$ | 1,886,898 | | |
|
Denominator: | |
| | | |
| | | |
|
Diluted weighted average Ordinary Shares outstanding | |
| 19,270,994 | | |
| 7,286,868 | | |
|
Diluted net income per Ordinary Share | |
$ | 0.26 | | |
$ | 0.26 | | |
**Recent Accounting Standards**
In November 2024, the FASB issued Accounting Standards
Update (ASU) Topic 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), requiring public entities to disclose additional
information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is
effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption
permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial
statements.
****
**Note 3 Initial Public Offering**
In the Initial Public Offering on May 19, 2025,
the Company sold 30,015,000 Unitsat a purchase price of $10.00 per Unit for a total of $300,150,000, which included the full exercise
of the Over-Allotment Option in the amount of 3,915,000 Option Units. Each Unit consists of one Public Share and one-half of one redeemable
Public Warrant. Each Public Warrant entitles the holder to purchase one ClassA Ordinary Share at a price of $11.50 per share, subject
to adjustment.
F-13
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
**Note 4 Private Placement**
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and Cantor purchased an aggregate of 7,220,000 Private Placement Warrants, each exercisable to purchase one
ClassA Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, in the Private Placement for an aggregate
purchase price of $7,220,000. Of those 7,220,000 Private Placement Warrants, the Sponsor purchased 4,610,000 Private Placement Warrants
and Cantor purchased 2,610,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the registered holder to purchase
one ClassA Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Private Placement Warrants are identical to
the Public Warrants sold in the Initial Public Offering except that, the Private Placement Warrants (i)may not (including the ClassA
Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned
or sold by the holders until 30days after the completion of the initial Business Combination, (ii)will be entitled to registration
rights and (iii)with respect to Private Placement Warrants held by Cantor, will not be exercisable more than fiveyears from
the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule5110(g)(8).
The Sponsor, officers and directors have entered
into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their
Founder Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in
connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable
to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and
Restated Articles to modify (1) the substance or timing of the Companys obligation to allow redemption in connection with the initial
Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within
the Combination Period or (2) any other material provisions relating to shareholders rights or pre-initial Business Combination
activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company
fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within
the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares held
by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated
transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would
not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
**Note 5 Related Party Transactions**
****
**Founder Shares**
On January13, 2025, the Sponsor made a capital
contribution of $25,000, or approximately $0.004 per share, to cover certain of the Companys expenses, for which the Company issued
5,750,000 of the Companys Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares, and
together with the Class A Ordinary Shares, the Ordinary Shares) to the Sponsor (such shares, the Founder Shares).
On April 28, 2025 and April 29, 2025, the Company, through a share capitalization, issued the Sponsor an additional 575,000 and 1,178,750,
Class B Ordinary Shares, respectively, as a result of which the Sponsor has purchased and holds an aggregate of 7,503,750 Class B Ordinary
Shares. All share and per share data has been retrospectively presented. Up to 978,750 of the Founder Shares were subject to surrender
by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On May 19, 2025, the Underwriters
exercised their Over-Allotment Option in full as part of the closing of the Initial Public Offering. As such, the 978,750 Founder Shares
are no longer subject to forfeiture.
F-14
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
The holders of the Founder Shares have agreed
not to transfer, assign or sell any of their Founder Shares and any ClassA Ordinary Shares issued upon conversion thereof until
the earlier to occur of (i)one year after the completion of the initial Business Combination or (ii)the date on which the
Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results
in all of the Companys shareholders having the right to exchange their ClassA Ordinary Shares for cash, securities or other
property. Any permitted transferees will be subject to the same restrictions and other agreements of such holders of the Founder Shares
with respect to any Founder Shares (the Lock-up). Notwithstanding the foregoing, if (x)the closing price of the ClassA
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20tradingdays within any 30-tradingday period commencing at least 150days after the initial
Business Combination or (y)if the Company consummates a transaction after the initial Business Combination which results in the
Companys shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will
be released from the Lock-up.
****
**IPO Promissory Note Related Party**
The Sponsor agreed to loan the Company an aggregate
of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the
IPO Promissory Note). The loan was non-interest bearing, unsecured and due at the earlier of December31, 2025 or the
closing of the Initial Public Offering. At May 19, 2025, the Company had borrowed $300,000 under the IPO Promissory Note. The Company
repaid $273,824 at the closing of the Initial Public Offering and the outstanding balance of $26,176 was repaid on May 20, 2025. Borrowings
under the IPO Promissory Note are no longer available.
****
**Administrative Services Agreement**
Commencing on May 15, 2025, the Company entered
into an agreement with an affiliate of the Sponsor to pay an aggregate of $12,500 per month for office space, utilities, and secretarial
and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of
the Company. For the period from January 13, 2025 (inception) through December 31, 2025, the Company incurred and paid $93,750 in fees
for these services.
**Due to Sponsor**
The Sponsor paid an amount of $5,455 in excess
of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering. The excess payment of $5,455 is due to Sponsor
as of December 31, 2025.
**Working Capital Loans**
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may,
but are not obligated to, loan the Company funds as may be required (the Working Capital Loans). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible
into warrants of the post-Business Combination entity at a price of $1.00per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding.
**Note 6 Commitments and Contingencies**
****
**Risks and Uncertainties**
The Companys ability
to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Companys
control. The Companys ability to consummate an initial Business Combination could be impacted by, among other things, changes in
laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases
in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability,
such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia
or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration
or magnitude or the extent to which they may negatively impact the Companys ability to complete an initial Business Combination.
****
F-15
****
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
**Registration Rights Agreement**
The holders of the (i) Founder Shares, (ii) Private
Placement Warrants (and the Class A Ordinary Shares underlying the Private Placement Warrants) and (iii) warrants that may be issued upon
conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Companys
securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination
pursuant to a registration rights agreement, dated May 15, 2025 between such holders and the Company (the Registration Rights Agreement).
The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such
securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent
to the completion of the initial Business Combination. In addition, Cantor may participate in a piggyback registration only during the
seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
****
**Underwriting Agreement**
The Underwriters had a 45-day option from the
date of the Initial Public Offering to purchase up to an additional 3,915,000Option Units to cover over-allotments, if any (the
Over-Allotment Option). On May 19, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters
elected to fully exercise the Over-Allotment Option to purchase the additional 3,915,000 Option Units at a price of $10.00 per Option
Unit.
The Underwriters were entitled to a cash underwriting
discount of $5,220,000 (2.0% of the gross proceeds of the Units in the Initial Public Offering, excluding any proceeds pursuant to the
Over-Allotment Option), which was paid at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a
deferred underwriting fee of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold
pursuant to the Over-Allotment Option and 6.50% of the gross proceeds sold pursuant to the Over-Allotment Option, $14,289,750 in the aggregate
upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement, dated May 15, 2025, by and
between the Company and Cantor (such fee, the Deferred Fee).
**Note 7 Shareholders Deficit**
****
**Preference Shares**
The Company is authorized to issue a total of
5,000,000 preference shares at par value of $0.0001 each. At December 31, 2025, there were no preference shares issued or outstanding.
****
**Class A Ordinary Shares**
****
The Company is authorized to issue a total of
500,000,000 ClassA Ordinary Shares at par value of $0.0001 each. At December 31, 2025, there were no ClassA Ordinary Shares
issued or outstanding, excluding 30,015,000 shares subject to possible redemption.
**Class B Ordinary Shares**
****
The Company is authorized to issue a total of
50,000,000 ClassB Ordinary Shares at par value of $0.0001 each. On January13, 2025, the Company issued 5,750,000 ClassB
Ordinary Shares to the Sponsor for $25,000, or approximately $0.004 per share. On April 28, 2025 and on April 29, 2025, the Company, through
a share capitalization, issued the Sponsor an additional 575,000 and 1,178,750, respectively, Class B Ordinary Shares, as a result of
which the Sponsor has purchased and holds an aggregate of 7,503,750 Class B Ordinary Shares. All share and per share data has been retrospectively
presented. The Founder Shares include an aggregate of up to 978,750 shares subject to forfeiture if the Over-Allotment Option is not exercised
by the Underwriters in full. On May 19, 2025, the Underwriters exercised their over-allotment option in full as part of the closing of
the Initial Public Offering. As such, the 978,750 Founder Shares are no longer subject to forfeiture.
****
F-16
****
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
****
The Founder Shares will automatically convert into ClassA Ordinary
Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the
holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional ClassA Ordinary Shares, or any other
equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in
connection with the closing of the initial Business Combination, the ratio at which ClassB Ordinary Shares convert into ClassA
Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding ClassB Ordinary Shares agree to waive such
adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA Ordinary Shares issuable upon conversion
of all ClassB Ordinary Shares will equal, in the aggregate, 20% of the sum of (i)all Ordinary Shares issued and outstanding
upon the completion of the Initial Public Offering (including any ClassA Ordinary Shares issued pursuant to the Over-Allotment Option
and excluding the ClassA Ordinary Shares issuable upon the exercise of the Private Placement Warrants), plus (ii)all ClassA
Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination
(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private
Placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Companys officers or directors upon conversion
of Working Capital Loans) minus (iii)any redemptions of ClassA Ordinary Shares by Public Shareholders in connection with an
initial Business Combination and any redemptions of Class A Ordinary Shares by Public Shareholders in connection with any amendment to
the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A)
to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the completion window
or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-Business Combination
activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Holders of the Ordinary Shares are entitled to
one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as
required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands
law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is
generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special
resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes
cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general
meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving
a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors,
meaning, following the initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of
directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB
Ordinary Shares (i)have the right to vote on the appointment and removal of directors and (ii)are entitled to vote on continuing
the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents
or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). Holders of the ClassA Ordinary Shares are not entitled to vote on these matters during such time. These provisions
of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least
90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes
cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general
meeting of the Company.
F-17
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
**Warrants**
****
As of December 31, 2025, there were 15,007,500
Public Warrants and 7,220,000 Private Placement Warrants outstanding. Each whole warrant entitles the holder to purchase one ClassA
Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30days
after the completion of the initial Business Combination, and will expire at 5:00p.m., NewYork City time, fiveyears
after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any
ClassA Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless
a registration statement under the Securities Act with respect to the ClassA Ordinary Shares underlying the Warrants is then effective
and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a ClassA
Ordinary Share upon exercise of a Warrant unless the ClassA Ordinary Share issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant
will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be
required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser
of a unit containing such Warrant will have paid the full purchase price for the unit solely for the ClassA Ordinary Share underlying
such unit.
Under the terms of the Warrant Agreement, dated
May 15, 2025, by and between the Company and Continental (the Warrant Agreement) the Company has agreed that, as soon as
practicable, but in no event later than 20businessdays after the closing of its Business Combination, it will use commercially
reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering
the registration under the Securities Actofthe ClassA Ordinary Shares issuable upon exercise of the Warrants and thereafter
will use its commercially reasonable efforts to cause the same to become effective within 60businessdays following the initial
Business Combination and to maintain a current prospectus relating to the ClassA Ordinary Shares issuable upon exercise of the Warrants
until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering
the ClassA Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) businessday
after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a cashless
basis in accordance with Section3(a)(9)of the Securities Act or another exemption. Notwithstanding the above, if the
ClassA Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they
satisfy the definition of a covered security under Section18(b)(1)of the Securities Act, the Company may, at
its option, require holders of the Public Warrants who exercise their Public Warrants to do so on a cashless basis in accordance
with Section3(a)(9)of the Securities Act and, in the event the Company so elects, the Company will not be required to file
or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially
reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not
available.
If the holders exercise their Public Warrants
on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of ClassA Ordinary
Shares equal to the quotient obtained by dividing (x)the product of the number of ClassA Ordinary Shares underlying the Public
Warrants, multiplied by the excess of the fair market value of the ClassA Ordinary Shares over the exercise price
of the Public Warrants by (y)the fair market value. The fair market value is the average reported closing price of
the ClassA Ordinary Shares for the 10tradingdays ending on the thirdtradingday prior to the date on which
the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants,
as applicable.
**
F-18
**
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
**
**Redemption of Warrants When the Price per
ClassA Ordinary Share Equals or Exceeds $18.00**
The Company may redeem the outstanding Warrants:
|
|
|
in whole and not in part; | |
| | | at a price of $0.01 per Warrant; | |
| | | upon a minimum of 30days prior written notice of redemption; and | |
| | | if, and only if, the closing price of the ClassA Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of Class A Ordinary Shares issuable upon exercise or the exercise price of a Warrant) for any 20tradingdays within a 30-tradingday period commencing at least 30days after completion of the initial Business Combination and ending threebusinessdays before the Company sends the notice of redemption to the warrant holders. | |
Additionally, if the number of outstanding ClassA
Ordinary Shares is increased by a share capitalization payable in ClassA Ordinary Shares, or by a subdivisionof Ordinary Shares
or other similar event, then, on the effective date of such share capitalization, subdivisionor similar event, the number of ClassA
Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares.
A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase ClassA Ordinary Shares
at a price less than the fair market value will be deemed a share capitalization of a number of ClassA Ordinary Shares equal to
the product of (i)the number of ClassA Ordinary Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for ClassA Ordinary Shares) and (ii)the
quotient of (x)the price per ClassA Ordinary Share paid in such rights offering and (y)the fair market value. For these
purposes (i)if the rights offering is for securities convertible into or exercisable for ClassA Ordinary Shares, in determining
the price payable for ClassA Ordinary Shares, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii)fair market value means the volume weighted average price of
ClassA Ordinary Shares as reported during the ten (10)tradingday period ending on thetradingday prior to
the first date on which the ClassA Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
**Note 8 Fair Value Measurements**
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
| Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
|
|
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
|
|
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Level 1 assets include investments in money market
funds that invest solely in Treasury securities. At December 31, 2025, assets held in the Trust Account were comprised of $307,779,948
in money market funds and $3,762 in cash, which were invested primarily in Treasury securities.
F-19
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
The fair value of the Public Warrants was $2,641,320
or $0.176 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants
have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents
the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants:
|
| |
May 19, 2025 | | |
|
Volatility | |
| 5.2 | % | |
|
Risk free rate | |
| 4.17 | % | |
|
Stock price | |
$ | 10.29 | | |
|
Weighted terms (Yrs) | |
| 7.01 | | |
****
**Note 9 Segment Information**
FASB ASC Topic 280, Segment Reporting,
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is
available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding
how to allocate resources and assess performance.
The Companys CODM has been identified as
the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, Management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how
to allocate resources based on net income or loss that also is reported on the accompanying statement of operations as net income or loss.
The measure of segment assets is reported on the accompanying balance sheet as total assets. When evaluating the Companys performance
and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
|
| |
December 31, 2025 | | |
|
Cash | |
$ | 553,972 | | |
|
Cash and marketable securities held in Trust Account | |
$ | 307,783,710 | | |
F-20
****
**WEN ACQUISITION CORP.**
**NOTES TO FINANCIAL
STATEMENTS**
**DECEMBER 31, 2025**
****
|
| |
For the Period from January 13, 2025 (Inception) Through December 31, | | |
|
| |
2025 | | |
|
General and administrative costs | |
$ | 756,684 | | |
|
Interest earned on cash and marketable securities held in Trust Account | |
$ | 7,633,710 | | |
****
The
CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy
of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated May 15,
2025, by and between the Company and Continental.
****
General and administrative expenses are reviewed and monitored by the
CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within
the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements
to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the accompanying statement
of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the
accompanying statement of operations and described within their respective disclosures. The accounting policies used to measure the profit
and loss of the segment are the same as those described in the summary of significant accounting policies.
****
**Note 10 Subsequent Events**
The Company evaluated subsequent events and transactions that occurred
after the accompanying balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the financial statements.
F-21
**EXHIBIT INDEX**
****
|
No. |
|
Description of Exhibit | |
|
1 |
|
Underwriting Agreement, dated May 15, 2025, by and between the Company and Cantor, as representative of the several Underwriters. (2) | |
|
3 |
|
Amended and Restated Memorandum and Articles of Association of the Company. (2) | |
|
4.1 |
|
Specimen Unit Certificate (1) | |
|
4.2 |
|
Specimen Ordinary Share Certificate (1) | |
|
4.3 |
|
Specimen Warrant Certificate (included as part of Exhibit 4.4) (1) | |
|
4.4 |
|
Warrant Agreement, dated May 15, 2025, by and between the Company and Continental, as warrant agent. (2) | |
|
4.5 |
|
Description of Registered Securities.* | |
|
10.1 |
|
Promissory Note issued to Wen Sponsor LLC. (1) | |
|
10.2 |
|
Securities Subscription Agreement between Wen Sponsor LLC and the Company. (1) | |
|
10.3 |
|
Investment Management Trust Agreement, May 15, 2025, by and between the Company and Continental, as trustee. (2) | |
|
10.4 |
|
Registration Rights Agreement, dated May 15, 2025, by and among the Company and certain security holders. (2) | |
|
10.5 |
|
Private Placement Warrants Purchase Agreement, dated May 15, 2025, by and between the Company and the Sponsor. (2) | |
|
10.6 |
|
Private Placement Units Purchase Agreement, dated May 15, 2025, by and between the Company and Cantor Fitzgerald & Co. (2) | |
|
10.7 |
|
Letter Agreement, dated May 15, 2025, by and among the Company, its officers, directors, and the Sponsor. (2) | |
|
10.8 |
|
Form of Indemnity Agreement. (2) | |
|
10.9 |
|
Administrative Services Agreement, dated May 15, 2025, by and between the Company and Launchpad Capital Management Company LLC. (2) | |
|
14 |
|
Code of Ethics. (1) | |
|
19 |
|
Insider Trading Policies and Procedures, adopted April 28, 2025.* | |
|
31.1 |
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
31.2 |
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
|
32.1 |
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
32.2 |
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
|
97 |
|
Executive Compensation Clawback Policy, adopted as of April 28, 2025.* | |
|
99.1 |
|
Audit Committee Charter. (1) | |
|
99.2 |
|
Compensation Committee Charter. (1) | |
|
101.INS |
|
Inline XBRL Instance Document.* | |
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document.* | |
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
|
104 |
|
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* | |
****
|
* | Filed herewith. |
|
|
| | |
|
** | Furnished herewith. |
|
|
(1) |
Incorporated by reference to the Companys Registration Statement on Form S-1 (File No. 333-286872), filed with the SEC on April 30, 2025. | |
|
|
| |
|
(2) |
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on May 19, 2025. | |
49
**SIGNATURES**
****
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
March 26, 2026 |
Wen Acquisition Corp. | |
|
|
|
| |
|
|
By: |
/s/ Julian M. Sevillano | |
|
|
Name: |
Julian M. Sevillano | |
|
|
Title: |
Chief Executive Officer (Principal Executive Officer) | |
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
|
Name |
|
Position |
|
Date | |
|
|
|
|
|
| |
|
/s/ Julian M. Sevillano |
|
Chief Executive Officer and Chairman of the Board |
|
March 26, 2026 | |
|
Julian M. Sevillano |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Jurgen van de Vyver |
|
Chief Financial Officer |
|
March 26, 2026 | |
|
Jurgen van de Vyver |
|
(Principal Financial and Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Josh Fried |
|
Director |
|
March 26, 2026 | |
|
Josh Fried |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Sheraz Shere |
|
Director |
|
March 26, 2026 | |
|
Sheraz Shere |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Drew Glover |
|
Director |
|
March 26, 2026 | |
|
Drew Glover |
|
|
|
| |
50