WTG 10-Q
Wintergreen Acquisition Corp. (WTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
(Exact Name of Registrant as Specified in Charter)
| N/A | ||||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
As of June 30, 2026, there were ordinary shares, $0.0001 par value issued and outstanding (excluding the 5,595,000 ordinary shares underlying the Wintergreen units issued in the IPO.)
Table of Contents
i
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
WINTERGREEN ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 (Unaudited) and December 31, 2025
Currency expressed in United States dollars (“US$”), except for number of shares
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Marketable securities held in Trust Account | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Marketable securities held in Trust Account | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to a related party | ||||||||
| Total current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Ordinary shares subject to possible redemption, $ par value, shares authorized, and shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Shareholders’ Equity: | ||||||||
| Ordinary shares, $par value, shares authorized, and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ||||||||
| Total Shareholders’ Equity | ||||||||
| TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
WINTERGREEN ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the three and six months ended June 30, 2026 and 2025 (Unaudited)
Currency expressed in United States dollars (“US$”), except for number of shares
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Formation and operating costs | $ | $ | $ | $ | ||||||||||||
| Administrative fee | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income/(loss): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Income earned on marketable securities held in Trust Account | ||||||||||||||||
| Change in fair value of over-allotment liability | ( |
) | ( |
) | ||||||||||||
| Total other income | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income taxes provision | ||||||||||||||||
| Net income | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
| Basic weighted average ordinary shares outstanding, redeemable ordinary shares | ||||||||||||||||
| Basic earnings per ordinary share, redeemable ordinary shares | $ | $ | $ | $ | ||||||||||||
| Basic weighted average ordinary shares outstanding, non-redeemable ordinary shares(1) | ||||||||||||||||
| Basic loss per ordinary share, non-redeemable ordinary shares | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Diluted weighted average ordinary shares outstanding, redeemable ordinary shares | ||||||||||||||||
| Diluted earnings per ordinary share, redeemable ordinary shares | $ | $ | $ | $ | ||||||||||||
| Diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares(1) | ||||||||||||||||
| Diluted loss per ordinary share, non-redeemable ordinary shares | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
WINTERGREEN ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
For the six months ended June 30, 2026 and 2025 (Unaudited)
Currency expressed in United States dollars (“US$”), except for number of shares
For the three and six months ended June 30, 2026
| Ordinary Shares | Additional Paid-in |
Accumulated | Total Shareholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Accretion of ordinary share subject to redemption value | - | ( |
) | ( |
) | ( |
) | |||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | $ | $ | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Accretion of ordinary share subject to redemption value | - | ( |
) | ( |
) | ( |
) | |||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | $ | $ | ||||||||||||||||
For the three and six months ended June 30, 2025
| Ordinary Shares | Additional Paid-in |
Accumulated | Total Shareholder’s Equity |
|||||||||||||||||
| Shares(1) | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net income | - | |||||||||||||||||||
| Proceeds allocated to Public Rights | - | |||||||||||||||||||
| Sale of private placement shares | ||||||||||||||||||||
| Issuance of representative shares | ||||||||||||||||||||
| Underwriters’ discount | - | ( |
) | ( |
) | |||||||||||||||
| Other offering expenses | - | ( |
) | ( |
) | |||||||||||||||
| Recognition of over-allotment liability | - | ( |
) | ( |
) | |||||||||||||||
| Accretion of ordinary share subject to redemption value | - | ( |
) | ( |
) | ( |
) | |||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | $ | $ | ||||||||||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
WINTERGREEN ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended June 30, 2026 and 2025 (Unaudited)
Currency expressed in United States dollars (“US$”)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Income earned on marketable securities held in Trust Account | ( |
) | ( |
) | ||||
| Change in fair value of over-allotment liability | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( |
) | ( |
) | ||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Due to a related party | ||||||||
| Net Cash Used in Operating Activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of investments held in Trust Account | ( |
) | ||||||
| Purchase of time deposit | ( |
) | ( |
) | ||||
| Maturity of time deposit | ||||||||
| Net Cash Used in Investing Activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of promissory note to a related party | ( |
) | ||||||
| Proceeds from sale of public units through public offerings, net of underwriters’ discount | ||||||||
| Proceeds from ordinary shares issued in private placement | ||||||||
| Payment of offering costs | ( |
) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash | ( |
) | ||||||
| Cash, Beginning of Period | ||||||||
| Cash, End of Period | $ | $ | ||||||
| Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||||||||
| Issuance of representative shares | $ | |||||||
| Accretion of ordinary shares subject to redemption value | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
WINTERGREEN ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Six Months ended June 30, 2026
Note 1 — Organization and Business Operation
Wintergreen Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 29, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
On November 6, 2025, the Company formed a wholly-owned subsidiary, Wintergreen Acquisition Merger Subsidiary Corp., which is an exempted company incorporated under the laws of the Cayman Islands, for the purpose of consummating a Business Combination.
As of June 30, 2026 and December 31, 2025, the Company had not commenced any operations. For the period from April 29, 2024 (inception) through June 30, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and Private Placement (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s founder and sponsor is MACRO DREAM Holdings Limited, a British Virgin Island business company with limited liability (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 28, 2025. On May 30, 2025,
Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of
On July 13, 2025, the remaining unexercised over-allotment option to purchase up to Units at $ per Unit were expired and Founder Shares were forfeited along with the expiry of the over-allotment option (see Note 5(i)).
The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.
5
Following the closing of the IPO on May 30, 2025, an amount of $
The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.025 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $
6
The Founder shares except as described below, are identical to the ordinary shares included in the units being sold in this offering, and holders of Founder shares have the same shareholder rights as public shareholders, except that (a) prior to the initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; (b) in a vote to continue the company in a jurisdiction outside of the Cayman Islands, holders of founder shares will have ten votes for every founder share and holders of ordinary shares will have one vote for every ordinary share; (c) the Founder shares are subject to certain transfer restrictions, as described in more detail below; (d) the Company’s initial shareholder has entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 15 months from the closing of this offering or during any Extension Period, and (B) with respect to any other provisions relating to shareholders’ rights, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within 15 months from the closing of this offering or during any Extension Period, (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and are entitled to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder shares, placement shares and any public shares purchased during or after this offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after this offering.
The Company will have until 15 months from the closing of the IPO (or up to 24 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination by up to nine additional months through nine one-month extensions of time, as further provided in the Company’s amended and restated memorandum and articles of association) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $50,000 of interest released to the Company to pay taxes and potentially, dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law.
The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).
7
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims.
On November 17, 2025, the Company entered into a Merger Agreement (the “Merger Agreement”) with Wintergreen Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”), and KIKA Technology INC., a Cayman Islands exempted company (“KIKA”) (collectively with the Company and Merger Sub, the “Parties”, or each a “Party”) (the “KIKA Merger”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions therein and in accordance with the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”), the Parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into KIKA, with KIKA being the surviving entity and becoming a wholly owned subsidiary of the Company (the “Proposed Business Combination”). Simultaneously with the consummation of the Business Combination, the Company will change its name to “KIKA Inc.” In connection with the Merger, the shareholders of KIKA (the “KIKA Shareholders”) will receive ordinary shares of the Company (the “Consideration Shares”) in an amount equal to the Valuation of KIKA (as defined in the Merger Agreement) divided by the Per Share Redemption Price (as defined in the Merger Agreement), rounded up to the nearest whole share. The Consideration Shares will be allocated among the KIKA Shareholders in accordance with the Allocation Statement (as defined in the Merger Agreement).
The Company filed a Form 8-K with the SEC on November 17, 2025 to announce the Merger Agreement.
On April 16, 2026, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the KIKA Merger. On July 2, 2026, the Company filed Amendment No. 1 to the Form S-4. On July 21, 2026, the Company filed Amendment No. 2 to the Form S-4. On August 4, 2026, the Company filed Amendment No. 3 to the Form S-4. On August 12, 2026, the Company filed Amendment No. 4 to the Form S-4.
Going Concern Consideration
As of June 30, 2026, the Company had $
The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 30, 2027.
No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such date.
8
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and disclosures necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other future period.
The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and should be read in conjunction with the financial statements and notes as of December 31, 2025 and for the year ended December 31, 2025 thereto included in the Company’s Form 10-K as filed with the SEC on February 27, 2026.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Wintergreen Acquisition Merger Subsidiary Corp. for the purpose of consummating a Business Combination. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
Emerging Growth Company Status
The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
9
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from these estimates. Significant estimates made by management in the unaudited condensed consolidated financial statements include, but are not limited to, the fair value of public rights and the redemption value of redeemable shares.
Cash
Cash includes demand deposits with banks that the company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty.
Marketable Securities Held in Trust Account
As of June 30, 2026, all of the assets held in the Trust Account were held in U.S. Treasury Securities Money Market Funds. All of the Company’s investments held in the Trust Account are classified as marketable securities. Marketable securities are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in income earned on marketable securities held in Trust Account in the condensed consolidated statement of operations and comprehensive income (loss). The estimated fair values of marketable securities held in Trust Account are determined using available market information. As of June 30, 2026, the estimated fair value of marketable securities held in Trust Account was $
The Company reclassified its marketable securities held in the Trust Account from non-current to current assets as of June 30, 2026, as the mandatory redemption date of May 30, 2027 is within one year from the condensed consolidated balance sheet date.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash account in a financial institution and marketable securities held in Trust Account, which, at times may exceed the Federal depository insurance coverage of $
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of underwriting, legal, accounting and other costs incurred through the IPO that were directly related to the IPO.
10
Fair Value of Financial Instruments
ASC Topic 820 “Fair Value Measurements” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
| ● | Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
| ● | Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
| ● | Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts payable and accrued expenses and due to a related party, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of the presented periods, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | June 30, 2026 |
December 31, 2025 |
||||||||
| (Unaudited) | |||||||||||
| Assets: | |||||||||||
| Marketable securities held in Trust Account | 1 | $ | $ | ||||||||
All of the Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation as disclosed in Note 1.
11
The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity. At all other times, ordinary shares were classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.
Given that the ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares, net of allocated offering cost, has been classified as temporary equity, and has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected the accretion method (i) to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in capital over an expected 15-month period, which is the initial period that the Company has to complete a Business Combination.
For the three months ended June 30, 2026 and 2025, the Company recorded accretion of ordinary share subject to redemption value of $
For the six months ended June 30, 2026 and 2025, the Company recorded accretion of ordinary share subject to redemption value of $
Ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheet are recorded in the following table:
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to public rights | ( |
) | ||
| Offering costs allocated to redeemable shares | ( |
) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Ordinary shares subject to possible redemption as of December 31, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Ordinary shares subject to possible redemption as of June 30, 2026 (Unaudited) | $ | |||
Over-allotment Option
The over-allotment option granted to the underwriter was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Upon the closing of the IPO on May 30, 2025, the over-allotment option was granted and represented the option to purchase up to Units at $10.00 per Unit, which would expire on July 13, 2025. The Company used Binomial option pricing model in the determination of the fair value of the over-allotment liability. Key inputs used in the model are set forth as below:
| Valuation date | No. of options |
Vesting date | Expiry date | Exercise price | Spot price | Risk-free rate | Volatility | |||||||||||||||||
| % | % | |||||||||||||||||||||||
| % | % | |||||||||||||||||||||||
12
On May 30, 2025 and June 30, 2025, the fair value of the over-allotment liability were $
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The unaudited condensed consolidated statements of operations and comprehensive income include a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.
Basic earnings per share (“EPS”) is computed by dividing net income available to redeemable/non-redeemable shareholders by the weighted-average number of redeemable/non-redeemable shares outstanding for the period. Net income available to redeemable/non-redeemable shareholders represents net income of the Company reduced by an allocation of earnings to participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).
Diluted EPS is calculated under the treasury stock method and the two-class method. The calculation that results in the lowest diluted EPS amount for the redeemable/non-redeemable shares is reported in the Company’s condensed consolidated statements of operations and comprehensive income. The treasury stock method includes the dilutive effect of potential redeemable/non-redeemable shares including unvested stock-based awards. Potential redeemable shares associated with the over-allotment options are computed under the if-converted method. For the three and six months ended June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. For the three and six months ended June 30, 2025, the effect of diluted securities was 12,163.
Net income (loss) used in the calculation of basic EPS is based on the following:
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: Accretion of redeemable ordinary shares to redemption value | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss including accretion of redeemable ordinary shares to redemption value | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
13
Basic EPS presented on the unaudited condensed consolidated statement of operations and comprehensive income for the three months ended June 30, 2026 and 2025 is based on the following:
| For the Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Accretion of redeemable ordinary shares to redemption value | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Denominators: | ||||||||||||||||
| Weighted-average ordinary shares outstanding | ||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Basic EPS presented on the unaudited condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2026 and 2025 is based on the following:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Accretion of redeemable ordinary shares to redemption value | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Denominators: | ||||||||||||||||
| Weighted-average ordinary shares outstanding | ||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Net income (loss) used in the calculation of diluted EPS is based on the following:
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Less: Accretion of redeemable ordinary shares to redemption value | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Less: accretion of ordinary share subject to redemption value of participating securities considered potentially dilutive | ( |
) | ( |
) | ||||||||||||
| Net loss including accretion of redeemable ordinary shares to redemption value | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
14
Diluted EPS presented on the unaudited condensed consolidated statement of operations and comprehensive income for the three months ended June 30, 2026 and 2025 is based on the following:
| For the Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Accretion of redeemable ordinary shares to redemption value | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Denominators: | ||||||||||||||||
| Weighted-average ordinary shares outstanding | ||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Diluted EPS presented on the unaudited condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2026 and 2025 is based on the following:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
Redeemable Ordinary Share |
Non-Redeemable Ordinary Share |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Numerators: | ||||||||||||||||
| Allocation of net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Accretion of redeemable ordinary shares to redemption value | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
| Denominators: | ||||||||||||||||
| Weighted-average ordinary shares outstanding | ||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||
15
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction.
The Company may be subject to potential examination by taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
There is currently no taxation imposed on income by the Government of the Cayman Islands for the three and six months ended June 30, 2026 and 2025.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
On December 8, 2025, the FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on its consolidated financial statements.
Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
16
Note 3 — Initial Public Offering
On May 30, 2025,
Each unit has an offering price of $10.00 and consists of one ordinary share (“Public Share”) and one right (“Public Right”) to receive one-eighth (1/8) of an ordinary share upon the consummation of the initial business combination.
The Company incurred offering costs of approximately $
Meanwhile, pursuant the underwriting agreement, 1.0% of the gross proceeds of the IPO, or $
All of the public shares sold as part of the Public Units in the IPO contain a redemption feature and the Company has classified related proceeds in temporary equity as disclosed in Note 2.
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of
The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Private Placement Units are identical to the Public Units sold in this IPO, subject to limited exceptions. The holder of the Private Placement Units will be entitled to registration rights. In addition, these Private Placement Units may not, subject to certain limited exceptions, be redeemable, transferred, assigned or sold until the later of the completion of our initial business combination or 15 months following the closing of the IPO.
Note 5 — Related Party Transactions
Nature of relationship with the related party:
The following is a list of the related party, with which the Company has transactions:
| No. | Name of Related Parties | Relationship | ||
| 1 | MACRO DREAM Holdings Limited | Founder and sponsor of the Company |
Transactions with the related party:
(i) Founder Shares
On December 27, 2024, the sponsor acquired ordinary shares (“Founder shares”) for an aggregate purchase price of $. Founder Shares are subject to forfeiture to the extent that underwriter’s over-allotment option is not exercise in full or in part.
On May 30, 2025, the underwriters exercised over-allotment options out of total with remaining unexercised of
17
As of June 30, 2026 and December 31, 2025, there were and Founder Shares issued and outstanding.
The sponsor has agreed not to transfer, assign or sell their Founder Shares (excluding any units or shares comprising the units acquired in the offering) until the earlier to occur of (a) 180 days after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, directors and executive officers with respect to any Founder Shares.
(ii) Promissory Note — Related Party
On August 20, 2024, the Company issued a promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $
This loan is non-interest bearing, unsecured and is due at the earlier of (1) March 31, 2025 or (2) the closing of the IPO. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. The Company has drawn down the full principal sum of the Promissory Note for the period from April 29, 2024 (inception) through December 31, 2024.
On March 31, 2025, the sponsor irrevocably waived the requirement that the principal balance of the Promissory Note shall be payable by the Company on March 31,2025. And the principal balance of the Promissory Note shall remain payable by the Company on the date on which the Company consummates the IPO.
Shortly after completion of the IPO, the promissory note was fully repaid.
(iii) Working Capital Loans
In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $
For the three and six months ended June 30, 2026 and 2025, the Company had no borrowings under the Working Capital Loans.
(iv) Administrative Services Arrangement
Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees.
18
For the three months ended
June 30, 2026 and 2025, the Company has accrued $
As of June 30, 2026 and December 31, 2025, the balance of amount due to a related party were $
Balance with the related party:
| June 30, 2026 |
December 31, 2025 |
|||||||||
| (Unaudited) | ||||||||||
| Amount due to the related party: | ||||||||||
| Related party | Nature | |||||||||
| MACRO DREAM Holdings Limited | Administrative support service fee | |||||||||
The amount due to the related party is non-interest bearing and due on demand.
Note 6 — Shareholder’s Equity
Ordinary Shares
The Company is authorized to issue ordinary shares with a par value of $ per share. On April 29, 2024, the Company issued 1 ordinary share to Ogier Global Subscriber (Cayman) Limited (the “Subscriber”). On May 14, 2024, the Subscriber transferred 1 ordinary share to the sponsor, meanwhile, the Company issued 9,999 ordinary shares to the Sponsor for an aggregate purchase price of $1. On August 20, 2024, the Sponsor made capital contribution of $
On May 30, 2025, the Company consummated its IPO of units at $ per Unit, with the exercise of the underwriter’s over-allotment option in part and units were sold, generating gross proceeds of $
Simultaneously with the consummation of the closing of the IPO, the Company issued ordinary shares to the Sponsor in the private placement and generating gross proceeds of $
On May 30, 2025, the Company issued Representative Shares to the representative of the underwriters (and/or its designees) as part of the underwriting compensation. The representative shares have deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110I(1). Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following May 30, 2025 except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.
19
As of June 30, 2026 and December 31, 2025, as a result of closing of the IPO,
Rights
As of June 30, 2026 and December 31, 2025, there were
Note 7 — Commitments & Contingencies
Registration Rights
The holders of the Founder Shares and Private Placement Units (and their underlying securities) are entitled to registration rights pursuant to the registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of 4.0% of the gross proceeds of the IPO, of which (i) 1% of the gross proceeds of the IPO, or $
20
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides on resource allocation based on the net income or loss reported on the condensed consolidated statement of operations and comprehensive income. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Cash | $ | $ | ||||||
| Marketable securities held in Trust Account | $ | $ | ||||||
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Operating expenses | $ | $ | $ | $ | ||||||||||||
| Income earned on marketable securities held in Trust Account | ||||||||||||||||
The CODM reviews income earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the condensed consolidated statements of operations and comprehensive income, are the significant segment expenses provided to the CODM on a regular basis.
Assets Information
All of the Company’s operating long-lived assets, including marketable securities held in Trust Account, were located in U.S. as of June 30, 2026 and December 31, 2025.
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date of these unaudited condensed consolidated financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the consolidated financial statements except for those disclosed in other notes to these consolidated financial statements.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “Wintergreen,” “our,” “us” or “we” refer to Wintergreen Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward- looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.
Overview
We are a blank check company incorporated on April 29, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.
On May 30, 2025, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000, and incurring offering costs of $1,308,056. We granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On May 29, 2025, the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000. Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and $559,500 will paid in cash and 55,950 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.
Simultaneously with the consummation of the closing of the IPO, we consummated a private placement of an aggregate of 253,875 units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,538,750.
Following the closing of the IPO on May 30, 2025, an amount of $56,089,875 from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (“Trust Account”) and established for the benefit of our public shareholders and the underwriters of the IPO with Wilmington Trust, National Association acting as trustee.
On July 13, 2025, the remaining unexercised over-allotment option to purchase up to 155,000 Units at $10.00 per Unit were expired and 38,750 ordinary shares were forfeited along with the expiry of the over-allotment option.
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Currently, we have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations. We have relied upon the working capital available to us following the consummation of the IPO and the Private Placement to fund our operations, as well as the funds loaned by the Sponsor, our officers, directors or their affiliates. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
On November 17, 2025, we entered into a Merger Agreement (the “Merger Agreement”) with Wintergreen Acquisition Merger Subsidiary Corp., our wholly-owned Cayman Islands subsidiary (“Merger Sub”), and KIKA Technology Inc., a Cayman Islands exempted company (“KIKA”). Pursuant to the Merger Agreement, Merger Sub will merge with and into KIKA, with KIKA surviving the merger as our wholly-owned subsidiary (the “Proposed Business Combination”). Upon consummation of the transaction, we will change our corporate name to “KIKA Inc.”.
The transaction values KIKA at $80,000,000. At the closing, all outstanding ordinary shares of KIKA will be canceled and converted into the right to receive approximately 7,980,050 of our ordinary shares. These shares are valued at $10.025 per share, representing the initial per-share redemption price to be paid to our public shareholders exercising their redemption rights.
The consummation of the Proposed Business Combination remains subject to customary closing conditions, including the SEC declaring our Proxy/Registration Statement effective, the receipt of necessary approvals from both our shareholders and KIKA’s shareholders, and our retention of at least $5,000,001 of net tangible assets immediately after the closing.
Results of Operations and Known Trends or Future Events
We have not generated any operating revenues to date. From inception through the closing of our IPO on May 30, 2025, our activities were primarily organizational and focused on preparing for the IPO. Following the IPO, our principal activities shifted to identifying a target for a business combination, conducting due diligence, and negotiating the Merger Agreement with KIKA. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial position and no material adverse change has occurred since the date of our audited financial statements. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.
For the three months ended June 30, 2026, we recorded a net income of $369,816, which consisted of income earned on marketable securities held in trust account of $509,089, interest income earned on purchase of time-deposits of $6,153, offset by operating expenses of $145,426.
For the three months ended June 30, 2025, we recorded a net income of $113,309, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $84,613.
For the six months ended June 30, 2026, we recorded a net income of $741,521, which consisted of income earned on marketable securities held in trust account of $1,012,559, interest income earned on purchase of time-deposits of $12,043, offset by operating expenses of $283,081.
For the six months ended June 30, 2025, we recorded a net income of $38,152, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $159,770.
Liquidity and Capital Resources
For the six months ended June 30, 2026, cash used in operating activities was $296,941 and there were no cash used in or provided from investing activities nor financing activities. As of June 30, 2026, we had cash of $1,028,051 available for working capital needs and marketable securities held in Trust Account of $58,438,195. All marketable securities are held in the Trust Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares. As of June 30, 2026, none of the amount on marketable securities in the Trust Account was available to be withdrawn as described above.
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We intend to use substantially all of the net proceeds of the IPO, including the marketable securities held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $559,500 payable to D. Boral Capital in cash, the representative of the underwriters of the IPO. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is more than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of June 30, 2026, we had cash of $1,028,051 in operating bank accounts, working capital of $940,707 and a net income of $741,521 for the six months ended June 30, 2026. In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Going Concern,” we have determined, considering the funds available from our IPO consummated on May 30, 2025, that we have sufficient funds for our working capital needs until a minimum of one year from the date of issuance of these financial statements. However, we have until May 30, 2027 to consummate an initial business combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about our ability to continue as a going concern. We intend to complete an initial business combination before the mandatory liquidation date. Nevertheless, there can be no assurance that we will be able to consummate a business combination by May 30, 2027. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such date.
Off-Balance Sheet Arrangements
As of June 30, 2026, we have no obligations, assets or liabilities that would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
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Contractual Obligations
As of June 30, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
We are obligated to pay the underwriters a deferred underwriting commission equal to 1.0% of the gross proceeds of the IPO, or $559,500, which will be paid to the underwriters in cash from the funds held in the Trust Account upon the consummation of an initial Business Combination. In addition, we will issue 55,950 representative shares at the consummation of a Business Combination. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period.
The founder shares, the Ordinary Shares included in the Private Units, and any Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements. We have not identified any critical accounting estimates.
While our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements, we believe that there were the following critical accounting policies that affected the preparation of condensed consolidated financial statements.
Ordinary Shares Subject to Possible Redemption
All of the 5,595,000 Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.
The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity. At all other times, ordinary shares were classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.
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Given that the 5,595,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in capital over an expected 15-month period, which is the initial period that the Company has to complete a Business Combination.
The Company reassessed the estimation of redemption shares value as of each subsequent quarterly period end to more accurately reflect the terms of the related share agreements and articles of association, which has affected the earnings per share and accretion to redemption value of the shares subject to possible redemption.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. Our management does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on our condensed consolidated financial statements.
On December 8, 2025, the FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. We are currently evaluating the impact the adoption of ASU 2025-11 may have on our condensed consolidated financial statements.
Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed consolidated financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of June 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2026, our disclosure controls and procedures were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the registration statements on Form S-1 for our IPO and the annual report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the previously disclosed risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On December 27, 2024, our Sponsor paid an aggregate of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder shares, par value $0.0001. Our Sponsor is an accredited investor for purposes of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. Each of the equity holders in our Sponsor are accredited investors under Rule 501(a) of Regulation D. The sole business of our Sponsor is to act as the Company’s sponsor in connection with this offering. As a result of the IPO underwriter’s partial exercise of the over-allotment option, 38,750 Founder Shares were forfeited. As a result, the Sponsor owns a total of 1,398,750 Founder Shares as of the date of this Quarterly Report.
Use of Proceeds
On May 30, 2025, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000. We granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments. On May 29, 2025, the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000. Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 55,950 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-286795). The registration statement became effective on May 28, 2025.
Simultaneously with the consummation of the closing of the IPO, we consummated a private placement of an aggregate of 253,875 Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,538,750. The Private Units are identical to the Units sold in the IPO except that the holder has agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The sponsor was granted certain demand and piggy-back registration rights in connection with the purchase of the Private Units. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On May 30, 2025, a total of $56,089,875 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the public shareholders. For the three months ended June 30, 2026 and 2025, income earned on marketable securities held in Trust Account were $509,089 and $203,822, respectively. For the six months ended June 30, 2026 and 2025, income earned on marketable securities held in Trust Account were $1,012,559 and $203,822, respectively. As of June 30, 2026, the fair value of marketable securities held in Trust Account of $58,438,195.
Transaction costs of the IPO with the exercise of the over-allotment amounted to $1,308,056, consisting of $1,052,982 of underwriting commissions, which were paid in cash and $559,500 of underwriting commissions, which were paid in representative shares (55,950 ordinary shares), at the closing date of the IPO, respectively, and $255,074 of other offering costs.
Meanwhile, pursuant the underwriting agreement, 1.0% of the gross proceeds of the IPO, or $559,500, will be paid in cash, and 55,950 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination.
On July 13, 2025, the remaining unexercised over-allotment option to purchase up to 155,000 Units at $10.00 per Unit were expired and 38,750 ordinary shares were forfeited along with the expiry of the over-allotment option.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
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Item 6. Exhibits
| * | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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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.
| WINTERGREEN ACQUISITION CORP. | ||
| Date: | August 14, 2026 | |
| By: | /s/ Yongfang Yao | |
| Name: | Yongfang Yao | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
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