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Wen Acquisition Corp (Nasdaq: WENNU) filed its inaugural Form 10-Q covering the period from incorporation on January 13, 2025 through March 31, 2025. The company is a blank-check (SPAC) entity with no revenue-generating operations to date and is classified as a shell company under Rule 12b-2.
Balance sheet (3/31/25):
- Total assets: $94,824, comprised of $12,276 prepaid expenses and $82,548 deferred offering costs.
- Total liabilities: $113,768 (accounts payable & accrued expenses $420, accrued offering costs $26,098, related-party promissory note $87,250).
- Shareholder deficit: $(18,944), driven by accumulated deficit of $(43,944) offset by $25,000 of sponsor capital.
Operations: General & administrative expenses totaled $43,944, resulting in a net loss of the same amount, or $(0.01) per Class B share (basic and diluted).
Capitalization: As of the filing date the sponsor owned 7,503,750 Class B shares. Up to 978,750 of these were subject to forfeiture, but a subsequent event removed that contingency when the underwriters’ overallotment was fully exercised.
Subsequent event (May 19, 2025): The company consummated its IPO, issuing 30,015,000 units (including 3,915,000 from the overallotment). Post-IPO Class A shares outstanding equal the units sold, while Class B shares remain 7,503,750.
Regulatory status: The registrant indicated it has not filed all required Exchange Act reports during the preceding 12 months. It is an emerging-growth, non-accelerated, smaller-reporting company.
Liquidity & outlook: Pre-IPO cash is minimal; deferred offering costs and the related-party promissory note are expected to be repaid from IPO proceeds placed in trust. The company’s future activities will focus on identifying a business combination target.
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