WEN Acquisition Corp Schedule 13G shows the sponsor group and its managing members beneficially own 7,503,750 Class B Ordinary Shares, representing 20.0% on a converted basis. The Class B Ordinary Shares convert one-for-one into Class A Ordinary Shares with or immediately following the issuer's Business Combination and may be converted earlier at the holder's option. The ownership percentage is calculated using March 25, 2026 based on 30,015,000 Class A Ordinary Shares issued and outstanding and reflects holdings as of December 31, 2025 reported in the issuer's Annual Report on Form 10-K filed March 26, 2026. The filing names Wen Sponsor LLC as record holder and identifies Wen Management Sponsor LLC, Ryan Gilbert and Shami Patel as the managers with voting and investment discretion over the reported shares.
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Insights
Sponsor group holds a blocking stake through founder Class B shares convertible one-for-one.
The filing documents 7,503,750 Class B Ordinary Shares owned by Wen Sponsor LLC and attributed to its managers, representing 20.0% on a converted basis as of March 25, 2026. These founder shares convert one-for-one into Class A shares with or immediately following a Business Combination.
The practical effect is concentrated voting influence tied to the founder share class until conversion; governance outcomes and voting dynamics around a proposed Business Combination will be shaped by the holder's choices. Subsequent filings will show whether conversion occurs prior to or at the Business Combination.
Disclosure aligns with Schedule 13G beneficial‑owner reporting for sponsor affiliates.
The statement attributes beneficial ownership to Wen Sponsor LLC and notes managerial voting and investment discretion by Wen Management Sponsor LLC and its managing members, Ryan Gilbert and Shami Patel. The filing ties the percentage to 30,015,000 Class A Ordinary Shares outstanding as of March 25, 2026.
Compliance notes: the filing includes the Form S-1 reference for founder share mechanics and explicitly disclaims treating the reporting persons as Section 13(d)/(g) beneficial owners. Future reporting obligations will depend on transfers, conversions, or changes in voting power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WEN Acquisition Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G9R39C103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9R39C103
1
Names of Reporting Persons
Wen Sponsor LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,503,750.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,503,750.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,503,750.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The 7,503,750 founder shares referred to in Rows 5, 7, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286872). Ryan Gilbert and Shami Patel are the managing members of Wen Management Sponsor LLC, the sole managing member of Wen Sponsor LLC, and have voting and investment discretion with respect to the securities held of record by Wen Sponsor LLC.
The 7,503,750 founder shares referred to in Rows 5, 7, and 9 exclude 4,610,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 30,015,000 Class A Ordinary Shares issued and outstanding and 7,503,750 Class B Ordinary Shares issued and outstanding as of March 25, 2026 , as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9R39C103
1
Names of Reporting Persons
Wen Management Sponsor LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,503,750.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,503,750.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,503,750.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The 7,503,750 founder shares referred to in Rows 5, 7, and 9 represent Issuer's Class B Ordinary Shares which are automatically convertible into Issuer's Class A Ordinary Shares with or immediately following the Issuer's initial Business Combination and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286872). Wen Management Sponsor LLC is the sole managing member of Wen Sponsor LLC, and Ryan Gilbert and Shami Patel are the managing members of Wen Management Sponsor LLC and have voting and investment discretion with respect to the securities held of record by Wen Sponsor LLC.
The 7,503,750 founder shares referred to in Rows 5, 7, and 9 exclude 4,610,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 30,015,000 Class A Ordinary Shares issued and outstanding and 7,503,750 Class B Ordinary Shares issued and outstanding as of March 25, 2026 as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9R39C103
1
Names of Reporting Persons
Ryan Gilbert
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,503,750.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,503,750.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,503,750.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 7,503,750 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B Ordinary Shares, which are automatically convertible into Issuer's Class A Ordinary Shares with or immediately following the Issuer's Business Combination and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286872). Ryan Gilbert is a managing member of Wen Management Sponsor LLC, the sole managing member of Wen Sponsor LLC, and has voting and investment discretion with respect to the securities held of record by Wen Sponsor LLC.
The 7,503,750 founder shares referred to in Rows 5, 7, and 9 exclude 4,610,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 30,015,000 Class A Ordinary Shares issued and outstanding and 7,503,750 Class B Ordinary Shares issued and outstanding as of March 25, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9R39C103
1
Names of Reporting Persons
Shami Patel
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,503,750.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,503,750.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,503,750.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
20.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The 7,503,750 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B Ordinary Shares, which are automatically convertible into Issuer's Class A Ordinary Shares with or immediately following the Issuer's Business Combination and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286872). Shami Patel is a managing member of Wen Management Sponsor LLC, the sole managing member of Wen Sponsor LLC, and has voting and investment discretion with respect to the securities held of record by Wen Sponsor LLC.
The 7,503,750 founder shares referred to in Rows 5, 7, and 9 exclude 4,610,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 30,015,000 Class A Ordinary Shares issued and outstanding and 7,503,750 Class B Ordinary Shares issued and outstanding as of March 25, 2026 as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
WEN Acquisition Corp
(b)
Address of issuer's principal executive offices:
180 Grand Avenue, Suite 1530 Oakland CA 94612
Item 2.
(a)
Name of person filing:
Wen Sponsor LLC, Wen Management Sponsor LLC, Ryan Gilbert, and Shami Patel (collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
180 Grand Avenue, Suite 1530 Oakland CA 94612
(c)
Citizenship:
Wen Sponsor LLC is a limited liability company formed in Delaware. Wen Management Sponsor LLC is a limited liability company formed in Delaware. Ryan Gilbert is a citizen of the United States of America. Shami Patel is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G9R39C103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, the Reporting Persons may be deemed to beneficially own 7,503,750 of the Issuer's Class B Ordinary Shares.
Wen Sponsor LLC is the record holder of the Class B Ordinary Shares reported herein. Ryan Gilbert and Shami Patel are the managing members of Wen Management Sponsor LLC, the sole managing member of Wen Sponsor LLC, and have voting and investment discretion with respect to the securities held of record by Wen Sponsor LLC. Ryan Gilbert and Shami Patel may be deemed the beneficial owner of the securities held by Wen Sponsor LLC and have voting and investment discretion with respect to such securities. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement.
(b)
Percent of class:
The 7,503,750 of the Issuer's Class B Ordinary Shares owned by the Reporting Persons constitute 20.0% of the total number of Class A Ordinary Shares issued and outstanding and assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286872).
The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 30,015,000 Class A Ordinary Shares issued and outstanding as of March 25, 2026 as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 26, 2026 and assuming the conversion of all 7,503,750 Class B Ordinary Shares.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What percentage of WEN Acquisition Corp does the sponsor group report owning?
The sponsor group reports owning 7,503,750 Class B Ordinary Shares, representing 20.0% on a converted basis. This percentage is calculated using 30,015,000 Class A Ordinary Shares outstanding as of March 25, 2026.
Who is the record holder of the founder shares reported in the filing?
The record holder is Wen Sponsor LLC. Wen Management Sponsor LLC, and its managing members Ryan Gilbert and Shami Patel, have voting and investment discretion over the reported founder shares.
Do the Class B Ordinary Shares convert into Class A Ordinary Shares?
Yes. The filing states the Class B Ordinary Shares convert one-for-one into Class A Ordinary Shares with or immediately following the issuer's Business Combination and may be converted earlier at the holder's option.
Which dates anchor the ownership and outstanding share figures in the filing?
Ownership is reported as of December 31, 2025, while the percentage calculation uses outstanding shares as of March 25, 2026, referenced from the Annual Report on Form 10-K filed March 26, 2026.
Are warrants included in the reported founder share count?
No. The filing excludes 4,610,000 Class A Ordinary Shares that may be purchased by exercising warrants which are not presently exercisable; those warrants are not included in the 7,503,750 founder share figure.
