WENN 10-K & 10-Q changes, risk factors and insider trading

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, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement and (ii) 2025 Annual Report, and (iii) Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2025,2026. June 30, 2025 and September 30, 2025, as filed with the SEC on June 27, 2025, August 14, 2025 and November 11, 2025, respectively. As of the date of thethis Report, there have been no material changes with respect to those risk factors, other than as set forth below. 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.

All statements other than statements of historical fact included in thethis 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 thethis 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 Management’s current current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Management. Actual results could differ materially from those contemplated by thesuch forward-looking statements as a result of certain factors detailed detailed in our filings with the SEC.SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting 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 unaudited condensed financial statements and the notes thereto included in thethis Report under Item 1. “Financial Statements”.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 13, 2025 (inception) through March 31,June 30, 2026 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 three months ended June March 31,30, 2026, we had a net income of $2,491,809,$2,589,257, which consisted of interest earned on cash and marketable securities held in the Trust Account of $2,718,367,$2,750,233, partially offset by general and administrative costs of $226,558.$160,976.

For the periodthree frommonths Januaryended June 13, 2025 (inception) through March 31,30, 2025, we had a net lossincome $43,944,of $1,174,630, which consistedconsists of interest earned on marketable securities held in Trust Account of $1,403,603, offset by general and administrative costs. costs of $228,973.

For the threesix months ended June March 31,30, 2026, cash used in operating activities was $200,820.$309,202. Net income of $2,491,809$5,081,066 was affected by interest earned on cash and marketable securities held in the Trust Account of $2,718,367.$5,468,600 and payment of general and administrative costs through due to sponsor of $393. Changes in operating assets and liabilities provided $25,738 $78,725 of cash for operating activities.

For the period from January 13, 2025 (inception) through MarchJune 31,30, 2025, cash used in operating activities was $0.$405,651. Net lossincome of $43,944$1,130,686 was affected by payment of operation costs through the IPO Promissory Note of $38,300.$53,670, payment of operation costs through due to sponsor of $5,455, interest earned on marketable securities held in Trust Account of $1,403,603. Changes in operating assets and liabilities provided $5,644used $191,859 of cash for operating activities.

As of MarchJune 31,30, 2026, we had cash and marketable securities held in the Trust Account of approximately $310,502,077$313,252,310 (including approximately $10,352,077 $13,102,310 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.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of approximately $353,152.$244,770. 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.

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 MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Management plans to address this uncertainty through a Business Combination. In connection with ourthe Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements— Statements- Going ConcernConcern,”, Management has determined thatthe we currently lack theCompany’s 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 statementscondition and themandatory notesliquidation thereto includedon elsewhereMay in19, this2027, 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 raiseraises substantial doubt about ourthe Company’s ability to continue as a goingGoing concern.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 Maythe 19,Combination 2027.Period. We intend to complete the initial Business ThereCombination before the end of the Combination Period. However, there can be no assurance that ourwe planswill tobe raise capital orable to consummate an initial any Business Combination willby bethe successful.end of the Combination Period.

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. For the three months ended March 31, 2026, we incurred and paid $37,500 pursuant to the Administrative Services Agreement. For the period from January 13, 2025 (inception) through March 31, 2025, we did not incur any fees for these services.

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,0003,915,000 Option Units to cover over-allotments, if any. On May 15,19, 2025, simultaneously with the closing of the Initial Public Offering, the Underwriters fully exercisedexercise theirthe Over-Allotment Option to purchase the additional 3,915,000 Option Units at a price of $10.00 per Option Unit.

The Underwriters were paidentitled to a cash underwriting discount of $4,000,000$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 thea Deferreddeferred Feeunderwriting 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 OverAllotment Option and (ii) 6.50% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $14,289,750 in the aggregate, following the full exercise of the Over-Allotment Option and is payable to the Underwritersaggregate upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.Agreement, dated May 15, 2025, by and between the Company and Cantor (such fee, the “Deferred Fee”).

The preparation of the unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” 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 unaudited condensed 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 unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a valuation, the Company estimated the fair value of the Public Warrants as of the Initial Public Offering. We did not have any other critical accounting estimates as of MarchJune 31,30, 2026.

Net Income (Loss) Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of 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.

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 effecton the unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements”.