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): July 16, 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.
On July 16, 2025, Wintergreen Acquisition Corp. (the “Company”) issued a press release announcing that, commencing on July 21, 2025, holders of the 5,595,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units. The ordinary shares and rights will be listed on the Nasdaq Capital Market under the ticker symbols “WTG” and “WTGUR,” respectively. Units not separated will continue to trade under the ticker symbol “WTGUU.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release |
| 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: July 17, 2025
WINTERGREEN ACQUISITION CORP.
| By: | /s/ Yongfang “Fayer” Yao |
|---|---|
| Name: | Yongfang “Fayer” Yao |
| Title: | Chief Executive Officer and Director |
3
Exhibit 99.1
Wintergreen Acquisition Corp. Announces theSeparate Trading of its Ordinary Shares and Rights Commencing July 21, 2025
NEW YORK, NY, July 16, 2025 (GLOBE NEWSWIRE) – Wintergreen Acquisition Corp. (NASDAQ: WTGUU) (the “Company”) today announced that, commencing July 21, 2025, holders of the 5,595,000 units sold in the Company’s initial public offering completed on May 30, 2025, may elect to separately trade the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and rights included in the units (with each right entitling the holder thereof to receive one-eighth of one Ordinary Share upon the consummation of the Company’s initial business combination). No fractional rights will be issued upon separation of the units and only whole rights will trade. Ordinary Shares and rights that are separated will trade on the Nasdaq Capital Market under the symbols “WTG” and “WTGUR,” respectively. Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “WTGUU.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Wintergreen Acquisition Corp.
Wintergreen Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While we will not be limited to a particular industry in our identification and acquisition of a target company, we intend to focus our search on businesses within the technology, media, and telecommunications sector.
Forward-Looking Statements
This press release contains “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statementsof historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performanceor results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statementsas a result of a number of factors, including those described in the prospectus and the Company’s other filings with the SEC. TheCompany undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the dateof this press release.
Source:
Wintergreen Acquisition Corp.
Attn: Mr. Bingzhao Tan
Chief Financial Officer and Director
Room 8326, Block B,
Hongxiang Cultural and Creative Industrial Park,
90 Jiukeshu West Road,
Tongzhou District, Beijing, PRC
Email: bz_tan@macrodm.com