8-K
Wintergreen Acquisition Corp. (WTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2025
Wintergreen Acquisition Corp.
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-42673 | N/A00-0000000 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation or organization) | (Commission<br> File Number) | (I.R.S. Employer<br> Identification Number) |
Room 8326, Block B,
Hongxiang Cultural and Creative Industrial Park,
90 Jiukeshu West Road,
Tongzhou District, Beijing, PRC00000CN
(Address of principal executive offices, including zip code)
+ (86)136 5237 1477
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire one-eighth (1/8) of one Ordinary Share | WTGUU | The Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share | WTG | The Nasdaq Stock Market LLC |
| Rights, each to acquire one-eighth (1/8) of one Ordinary Share | WTGUR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
The purpose of this Current Report is to provide clarity on the current capitalization of Wintergreen Acquisition Corp (the “Company”).
On July 13, 2025, MACRO DREAM Holding Limited (the “Sponsor”) forfeited 38,750 ordinary shares as a result of the underwriter’s partial exercise of the IPO overallotment option.
Total Shares Outstanding as of August 1, 2025
As of August 1, 2025, the Company had the following securities outstanding:
| Basis | Ordinary Shares Outstanding |
|---|---|
| Outstanding Ordinary Shares and assuming all Units are voluntarily separated into component securities | 7,303,575, of which 5,595,000 are subject to possible redemption. |
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 1, 2025
WINTERGREEN ACQUISITION CORP.
| By: | /s/ Yongfang “Fayer” Yao |
|---|---|
| Name: | Yongfang “Fayer” Yao |
| Title: | Chief Executive Officer and Director |
3