Wintergreen Acquisition Corp.

For investors watching redemption timing and deal progress, this filing quantifies the trust balance and cash runway, confirms the trust is earning income, and restates the KIKA transaction structure and closing conditions. It also shows the company has not yet closed the deal and remains under time pressure toward the May 30, 2027 liquidation deadline, making the pending redemption/proxy process and business combination closing the key events for public shareholders.

The filing lays out redemption timing and conditions: public shareholders can redeem regardless of how they vote, but must submit a written redemption request and deliver shares to the transfer agent by 5:00 p.m. Eastern time two business days before the EGM; units must be split first, and redemptions are capped at 15% per holder/group. The maximum-redemption scenario would leave New KIKA with only about $209,647 of cash and an immediate working capital deficiency, with no committed backstop, although the filing says KIKA has engaged prospective investors who have committed to buy between $5 million and $10 million of shares. Sponsor and insiders, owning about 23%, have agreed to vote in favor, so only about 26.61% of public shares are needed at quorum. The filing also states the board obtained no fairness opinion, and it discloses KIKA revenue of $6,294,508 and a net loss of $226,824 for the six months ended Dec. 31, 2025, plus KIKA management projections reaching about $119.686 million revenue by FY2035. Meeting date, record date, and final redemption deadline remain blank in this preliminary S-4.

Provides the first comprehensive disclosure of the deal mechanics: redemption rights (public shareholders may redeem at ~$10.025), dilution tables under various redemption scenarios (0% to 100%), sponsor promote (sponsor paid ~$1.55/share vs. $10.00 public), sponsor lock-up terms, and clear conflict-of-interest disclosures. Also details the target's financials (KIKA revenue $6.3M for six months ended Dec 31, 2025, net loss $226k), its Hong Kong-based AdTech operations with no mainland China exposure, and the post-combination ownership (KIKA shareholders get 49.7% to 76.2% depending on redemptions). The filing alerts investors to the risk of delisting if net tangible assets fall below $5,000,001 and the absence of a fairness opinion.

This filing provides the first detailed look at the WTG-KIKA merger mechanics. Key points for investors: (1) The sponsor paid ~$1.55/share vs. public's $10.00/unit, creating a significant 'promote' structure and dilution risk. (2) The document discloses no fairness opinion was obtained, only a valuation report from King Kee. (3) The trust is worth ~$10.025/share. (4) The deal includes a $5M minimum cash condition that could be waived, raising post-merger liquidity risk. (5) KIKA's revenue surged from ~$1.3M (FY June 2025) to ~$6.3M (H1 Dec 2025), but the company has been net loss-making. (6) The target has no mainland China operations, reducing PRC regulatory risk but introducing Hong Kong-specific risks.

This filing provides the first audited financials since the IPO and the definitive terms of the KIKA merger, including valuation, consideration, closing conditions, and no termination fees. It confirms the trust redemption value of $10.025 per share and the redemption mechanics. The document also outlines risks related to the China-based target, including regulatory, legal, and operational risks, and states that the combined company will not use a VIE structure. These details are critical for investors evaluating the deal and potential redemption decisions.

This filing is the definitive proxy/prospectus for the Wintergreen-KIKA de-SPAC transaction. It provides full mechanics for redemption, trust value ($10.025), extension options, sponsor compensation, and conflicts. Key risks include: no fairness opinion, substantial sponsor promote (founder shares at $0.017 vs. $10.00 offering price), high potential dilution, minimal public float post-merger under heavy redemption scenarios, reliance on HK-based operations without mainland China exposure, audit firm subject to PCAOB inspection, and a minimum cash condition that could terminate the deal if redemptions exceed ~91% of public shares. The target's revenue declined year-over-year and it is currently unprofitable, though management projects explosive growth (280% in FY2026) based on a new software development segment. The disclosure also highlights that the combined company may qualify as a 'controlled company' allowing exemptions from some Nasdaq governance rules if KIKA shareholders hold >50% voting power.

Provides detailed terms, redemption mechanics, sponsor conflicts, target business (AdTech in Hong Kong), financial projections ($120M revenue by 2035), and risk factors including PRC regulatory uncertainties and PFIC status. Investors need this to decide whether to redeem shares or vote on the deal.

This filing converts a previously announced LOI/rumor into a binding definitive agreement. For redemption-timing investors, the key deadlines are: PCAOB financials by Feb 28, 2026; expected Q1/Q2 2026 closing; S-4 effectiveness; and a 2027 termination date. The trust's $55.95M base, $10.025 redemption cap, and $80M valuation provide the math for share exchange ratios and potential dilution. The $5,000,001 net tangible asset condition limits maximum redemptions. Sponsor conduct: IPO sponsor MACRO DREAM Holding Limited holds founder shares; the agreement provides for no termination fees, suggesting low sponsor commitment risk on deal-breaking. KIKA's business appears to be a Hong Kong/Cayman holding company with BVI and HK subs; the disclosure schedules indicate no material owned IP.

This filing establishes the definitive terms for WTG's de-SPAC merger with KIKA Technology, a holding company for tech subsidiaries in Hong Kong and BVI. The $80 million enterprise value is set, and the trust value of ~$55.95 million provides a baseline for potential redemptions. The $10.025 per-share redemption price cap limits redemption payouts. The long runway (deadline Dec 31, 2027) and the $5 million net tangible asset condition are key for redemption decisions. The filing also reveals KIKA's capital structure (10,000 shares owned by two entities) and reliance on PCAOB financials delivery by Feb 28, 2026, as a milestone.

This is the baseline financial snapshot for a freshly public SPAC with no deal. Trust value per share exceeds the initial redemption price, and the Company has 15 months (to August 30, 2026, extendable to May 30, 2027) to find a target. The lack of any substantive discussions means the redemption clock has just started. Investors should monitor future filings for any indication of a target or extension request.

The Sponsor’s forfeiture permanently shrinks the founder-equity pool, which directly alters the post-business-combination ownership split and means public shareholders will experience slightly less dilution from sponsored warrants/rights than originally prospectused. It also finalizes the 5,595,000-share count that serves as the redemption denominator for trust-per-share calculations at a potential merger vote. The filing does not adjust the May 30, 2027 termination date, seek a trust extension, name a target, or provide the current cash balance per share. Redemption mechanics remain tethered to this exact share count through the unchanged deadline.

The filing establishes the baseline financial condition post-IPO, confirms trust value per share, and underscores that the Company is still searching for a target. It highlights the clock on the business combination deadline (15 months, extendable to 24) and the sponsor’s financial commitments (working capital loans, administrative support). The expiration of the over-allotment reduces potential dilution. The absence of any target or substantive discussions signals that the Company is in the early stages of its search.

Redemption mechanics are locked: shareholders face a hard liquidation trigger if no combination occurs by May 30, 2027, with the trust valued precisely at $56,089,875 based on May 30 balances. The sponsor’s waiver of deferred underwriting commissions upon failure to close and its indemnification obligation below $10.00 per share cap downside risk, though the auditor explicitly flagged substantial doubt regarding the going concern due to mandatory winding-up provisions. The newly seated board’s composition and independence status establish governance oversight before any deal emerges. Because zero targets are under discussion, capital remains idle in trust pending strategic deployment toward the defined TMT/Asia-Pacific mandate. Investors can track working capital loan availability (up to $1,500,000 convertible at $10.00 per unit) and the $10,000 monthly sponsor admin fee as ongoing pre-combination expenses that will draw down operating liquidity.

This filing provides the definitive terms for investors to evaluate the SPAC's redemption mechanics, trust value, deadline structure, sponsor incentives, and risk factors related to its China-focused strategy. It is the key reference document for all future timeline and deal tracking.

This marks the official start of the SPAC's 15-month (or up to 24-month) search period. The trust is fully funded, and the clock is ticking for management to identify and execute a target. Key structural elements are now locked in: the trust value per share is $10.025, the sponsor's founder shares (1,437,500 shares for $25,000) are locked up until 180 days post-business combination or a $12.00 price trigger, and the sponsor and insiders have waived redemption rights and agreed to vote in favor of a deal. The new charter explicitly requires that any target have a fair market value of at least 80% of the trust and prohibits a deal solely with another blank-check company.

Acceleration of the S-1 is a mandatory procedural step for pricing and closing the proposed public offering referenced in the prospectus, which dictates whether fresh capital flows into the trust or finances the announced business combination, thereby directly shaping shareholder redemption calculations and timing. The letter contains no claims regarding customer concentration, revenue, market size, strategy, technology, partnerships, or litigation. Instead, it includes standard liability acknowledgments attributed solely to the Company itself, affirming that staff declaration of effectiveness does not lessen the Company’s responsibility for disclosure accuracy under the Securities Act of 1933 or the Securities Exchange Act of 1934. Underwriter D. Boral Capital LLC is noted as separately filing a joining letter, and operational inquiries are directed to Qin Li at (858) 568-1696, with communications copied to counsel at Concord & Sage P.C. and Robinson & Cole LLP.

This filing marks a significant step toward the SPAC's IPO. It provides the first comprehensive disclosure of the offering terms, sponsor economics, governance structure, and China-focused risks. The extensive risk factor section, particularly around China regulatory risks, CFIUS, and the PCAOB's ability to inspect auditors, is material for investors. The filing confirms the sponsor's low-cost founder shares ($0.017/share), a 15-month deadline plus nine one-month extensions, and a $10.025 trust value. The document also reveals that the sponsor's Chief Executive Officer, Yongfang Yao, controls the sponsor and that all directors and officers are based in China, raising service-of-process concerns. The SEC's review process is ongoing with this amendment.

Because the registration statement cannot take effect until the staff comments are resolved, this letter functions as a procedural bottleneck that directly controls when shareholders receive definitive proxies and when redemption windows open. The staff observation on trust account release timing may require contractual adjustments to guarantee Nasdaq’s 90% minimum threshold is met before the business combination closes, but the filing introduces no new claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Personnel mentions are limited to Yongfang Yao, Chief Executive Officer, named as the addressee, and SEC staff contact names and phone numbers, none of which indicate changes in sponsor conduct or executive turnover. All figures—including 5,750,000 units, 750,000 over-allotment units, 575,000 registered rights, 575,000 underlying shares, one-eighth (1/8) conversion ratio, 90% trust requirement, page 100, and contact numbers—are drawn directly from the provided text, and all substantive observations are attributed exclusively to the Division of Corporation Finance.

This filing establishes the redemption, trust, extension, and sponsor-compensation mechanics that will govern WTG's lifecycle. It shows a clean pre-deal SPAC with a $10.025 per-unit trust value, sponsor extension funding obligations, and redemption rights that expire if no business combination occurs. It also discloses concentrated China-based management, a TMT/Asia-Pacific target focus, no-VIE policy, significant PRC regulatory and enforcement risks, and sponsor conflict-of-interest terms—relevant to assessing sponsor conduct, deadline risk, and eventual deal economics.

Investors tracking the 2027-05-30 deadline need explicit clarity on how extension votes, redemption triggers, and sponsor fallback provisions are structured before deciding whether to hold or sell public shares. The SEC’s insistence on documenting sponsor consequences and shareholder voting/redemption rights reduces ambiguity around capital dilution or forced liquidation scenarios. Furthermore, the required insertion of segment-level financial disclosures under ASU 2023-07 will alter how the combined company’s operational performance is broken out post-business combination, directly impacting post-deal valuation frameworks and analyst comparability.

The filing provides the first detailed look at WTG's IPO terms: trust value of $10.05 per share, 15-month deadline with up to nine one-month extensions (sponsor-funded at $0.033 per share per month), a 15% cap on redemptions if shareholder vote is used, and significant dilution from sponsor's nominal cost ($0.017 per founder share). The sponsor's structure and China ties introduce elevated regulatory and enforcement risks. The document also includes a going concern note and detailed risk factors about Chinese government oversight, CFIUS, and VIE restrictions.

The exchange forces WTG to codify the exact mechanics investors will face at redemption and extension votes. By demanding disclosure on sponsor penalties for missed extensions, the cap on renewal count, and public shareholder voting/redemption triggers, the SEC ensures the registration statement clearly maps how the 2027-05-30 deadline and any ten-month top-ups operate. These disclosures dictate whether investors can redeem at prevailing trust levels, how extension resolutions pass, and what recourse exists for the sponsor upon expiration. The segment reporting request alters financial presentation only and introduces no new commercial, partnership, or valuation information. No changes to the trust allocation, deal status, or redemption calendar were enacted; WTG must file amended drafts or respond publicly to proceed toward effectiveness.

This filing establishes the fundamental terms and structure of a new SPAC IPO. Key metrics: trust/share $10.05, deadline 2027-05-30 (15 months from IPO closing, extendable), sponsor economics (20% founder shares at $0.017), redemption mechanics (per-share cash redemption, 15% cap under shareholder vote), China-focused strategy with no VIE, significant regulatory risk disclosures. Investors tracking redemption deadlines, trust value, and sponsor conduct will find the trust per-share value, extension provisions, and sponsor dilution details relevant. The going concern note in the audited financials highlights the need for the IPO to continue operations.

These updates directly shape the redemption calculus, timeline expectations, and governance risk profile for public shareholders. Confirming the nine-extension framework delineates the absolute outer boundary before liquidation forces a redemption vote, anchoring the May 2027 expiration window. Correcting the post-offering share count to 1,557,000 recalculates ownership percentages, control thresholds, and per-share dilution exposure relative to the trust account balance. Stipulating the absence of founder share anti-dilution protections beyond offering-size proportional adjustments establishes clear expectations for sponsor equity retention. Highlighting potential sponsor abandonment and documenting Ms. Chen’s admitted fiduciary conflicts signals elevated execution and governance risk, prompting investors to weigh these vulnerabilities against projected target valuations. Finally, clarifying how trust disbursements intersect with the Nasdaq 80% fair market value requirement informs shareholders whether management can access working capital without jeopardizing deal qualification or triggering alternative financing scenarios that alter capital structure.

What changed: Amendment No. 3 to Form S-4 registration statement (proxy statement/prospectus) filed by Wintergreen Acquisition Corp. and co-registrant KIKA Technology INC. to register securities in connection with a proposed business combination (de-SPAC merger). This is Amendment No. 3 to the S-4. Key updates from this filing versus prior versions: (1) The record date for the extraordinary general meeting is now July 24, 2026, with the meeting expected in [●] 2026. (2) Financial statements are updated to include unaudited pro forma data through March 31, 2026, and full-year ended June 30, 2025. (3) KIKA's interim financial data shows a significant revenue surge: revenue of $12.68 million for the nine months ended March 31, 2026, up from $0.91 million in the prior-year period; net loss narrowed to $0.10 million from $0.25 million. (4) The trust value as of March 31, 2026 is $57.93 million, with a trust/share value of approximately $10.025 (the per-share redemption price floor is $10.025). (5) Redemption scenarios remain unchanged, with a maximum redemption condition that net tangible assets must be at least $5,000,001 to close. (6) The minimum cash condition for KIKA is $5 million, which can be waived by KIKA. (7) Sponsor compensation tables and potential dilution tables have been updated with current figures. Why it matters: This amendment provides investors with updated financial performance for KIKA, which shows a dramatic revenue increase in the most recent interim period, and clarifies the timeline for the shareholder vote (July 24 record date) and redemption deadline (two business days before the meeting). The filing confirms no material changes to the deal structure but underscores the $5 million minimum cash condition risk; in a maximum redemption scenario, the pro forma cash on hand would be only ~$209,647, necessitating immediate additional financing. The filing also details that the board did not obtain a fairness opinion, relying solely on its own judgment and a $35,000 valuation report from King Kee.

What changed: Amendment No. 2 to Form S-4 (preliminary proxy statement/prospectus) for Wintergreen Acquisition Corp.'s proposed business combination with KIKA Technology Inc., filed July 21, 2026; it is subject to completion, with meeting date, record date, and redemption deadline still left as blanks. This S-4/A updates the registration statement with current financial information through March 31, 2026 (Wintergreen trust account of $57,929,106, KIKA results, and pro forma combined statements), includes auditor consents from ZH CPA and HTL International, and carries the full preliminary proxy/prospectus for the extraordinary general meeting; no definitive EGM date or record date is stated in this version. Why it matters: Redemption mechanics are central: public shareholders may redeem at the trust-account per-share amount, approximately $10.025 per share, by written demand and share delivery two business days before the EGM; closing is conditioned on at least $5,000,001 of net tangible assets, and the filing states redemptions above 92.62% would breach that threshold, though KIKA says prospective investors have committed $5 million to $10 million to offset redemptions. The Sponsor holds 1,652,625 shares (~23%) and has agreed to vote for the deal, so only ~26.61% of public votes would be needed if quorum is met. Merger consideration is fixed at $80,000,000 divided by $10.025, producing 7,980,050 shares to KIKA shareholders regardless of redemptions; post-closing KIKA holders would own 49.7% (no redemptions) to 76.2% (maximum), making Chanyaphak Buariew controlling. The filing also discloses no fairness opinion was obtained, a May 30, 2027 liquidation deadline, and $184,635 monthly extension deposits.

What changed: A routine compliance exhibit: a Joint Filing Agreement (Exhibit 99 accompanying a Schedule 13G/A filing) executed by Feis Equities LLC and Lawrence M. Feis on July 2, 2026, establishing a shared regulatory reporting framework for beneficial ownership statements concerning ordinary shares of Wintergreen Acquisition Corp. under Rule 13d-1(k) of the Securities Exchange Act of 1934. Feis Equities LLC and Lawrence M. Feis formally agreed to submit future amendments to their Schedule 13G—and any subsequent Schedule 13D amendments—jointly on each other’s behalf. The filing references an underlying Schedule 13G statement dated July 2, 2026. It contains no data, votes, or statements affecting the SPAC’s trust composition, redemption deadline mechanics, extension procedures, deal advancement, or sponsor governance. Why it matters: This is a standard administrative instrument used by co-beneficial owners to consolidate SEC disclosure obligations. Because the excerpt is strictly procedural, it carries no weight on shareholder redemption valuations, trust fund tracking, merger timetables, or sponsor accountability. Feis Equities LLC and Lawrence M. Feis disclose no claims, metrics, or strategic assertions regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or executive personnel.

What changed: Amendment No. 1 to Registration Statement on Form S-4, consisting of a proxy statement/prospectus for the business combination between Wintergreen Acquisition Corp. (SPAC) and KIKA Technology Inc. Updated financial statements (KIKA unaudited through March 31, 2026; Wintergreen audited through December 31, 2025); expanded pro forma with redemption scenarios (0%–100%); added detailed sponsor compensation table ($2.56M investment vs. $16.8M value at $10/sh); extended risk factors (CFIUS, Hong Kong National Security Law, PCAOB); clarified extension mechanics (up to 9 one-month extensions to May 30, 2027 requiring $184,635 deposit each); updated minimum cash condition ($5,000,001 net tangible assets); no fairness opinion obtained; management projections show revenue growth from $1.3M (FY2025) to $119.7M (FY2035) at assumed 45% gross margin. Why it matters: Investors must evaluate redemption at $10.025/share, dilution where public ownership falls from 80% to as low as 0% under maximum redemptions; the deal may fail if redemptions exceed ~92.6% (net tangible assets below $5M) unless KIKA waives; sponsor's $0.017 founder shares vs. $10.00 public creates severe conflict of interest; KIKA's revenue projections rely on a 280% growth assumption in FY2026 despite a prior year decline; no mainland China operations but Hong Kong regulatory risks persist; no independent fairness opinion was obtained.

What changed: A Form 10-Q quarterly report filed by Wintergreen Acquisition Corp. for the quarter ended March 31, 2026, containing unaudited condensed consolidated financial statements, MD&A, and updates on this blank-check company's previously announced merger with KIKA Technology Inc. The company reported trust-account marketable securities of $57,929,106 at March 31, 2026, up from $57,425,636 at December 31, 2025, with $503,470 of income earned on trust securities during Q1 2026. Cash outside the trust was $1,179,430, down from $1,324,992; working capital was $1,079,980. Net income was $371,705 versus a net loss of $(75,157) in Q1 2025. The carrying amount of ordinary shares subject to possible redemption rose to $55,357,018 from $53,323,049, reflecting $2,033,969 of accretion. The company accrued $30,000 of sponsor administrative fees in the quarter and had no working-capital loan borrowings. Management reiterated the November 2025 merger agreement with KIKA, stating it values KIKA at $80,000,000 and would issue approximately 7,980,050 Wintergreen ordinary shares valued at $10.025 per share, with closing still subject to SEC proxy/registration statement effectiveness, shareholder approvals, and at least $5,000,001 of net tangible assets. Management also reaffirmed it has until May 30, 2027 to complete an initial business combination and that failure would trigger mandatory liquidation, raising substantial doubt about going concern. Why it matters: For investors watching redemption timing and deal progress, this filing quantifies the trust balance and cash runway, confirms the trust is earning income, and restates the KIKA transaction structure and closing conditions. It also shows the company has not yet closed the deal and remains under time pressure toward the May 30, 2027 liquidation deadline, making the pending redemption/proxy process and business combination closing the key events for public shareholders.

What changed: A preliminary proxy statement/prospectus on Form S-4 filed by Wintergreen Acquisition Corp. for the extraordinary general meeting to approve the announced de-SPAC merger with KIKA Technology INC. It is not a standalone merger agreement; it attaches the Merger Agreement (dated Nov. 17, 2025), plan of merger, amended charter, King Kee valuation report, and consents, and it solicits votes on six proposals including the business combination, name change, Nasdaq issuance, charter amendment, director election, and adjournment. This is the first S-4 for the already-announced Wintergreen/KIKA deal. Per the filing: KIKA is valued at $80,000,000, KIKA shareholders receive approximately 7,980,050 Wintergreen ordinary shares at a deemed $10.025 per share, and the S-4 registers the deemed exchange of up to 6,294,375 public shares (5,595,000 existing public shares plus 699,375 shares from public rights), while the KIKA consideration shares are being issued under Section 4(a)(2) and are not registered. The trust redemption value remains approximately $10.025 per share. Closing requires at least $5,000,001 of net tangible assets; redemptions above approximately 91.96% would put pro forma net tangible assets below that threshold and allow termination unless KIKA waives or financing is obtained. The Merger Agreement may be terminated if closing has not occurred by Dec. 31, 2027, while Wintergreen's stated liquidation deadline is May 30, 2027. Why it matters: The filing lays out redemption timing and conditions: public shareholders can redeem regardless of how they vote, but must submit a written redemption request and deliver shares to the transfer agent by 5:00 p.m. Eastern time two business days before the EGM; units must be split first, and redemptions are capped at 15% per holder/group. The maximum-redemption scenario would leave New KIKA with only about $209,647 of cash and an immediate working capital deficiency, with no committed backstop, although the filing says KIKA has engaged prospective investors who have committed to buy between $5 million and $10 million of shares. Sponsor and insiders, owning about 23%, have agreed to vote in favor, so only about 26.61% of public shares are needed at quorum. The filing also states the board obtained no fairness opinion, and it discloses KIKA revenue of $6,294,508 and a net loss of $226,824 for the six months ended Dec. 31, 2025, plus KIKA management projections reaching about $119.686 million revenue by FY2035. Meeting date, record date, and final redemption deadline remain blank in this preliminary S-4.

What changed: DRS/A — confidential draft registration statement on Form S-4 (preliminary proxy statement/prospectus) filed by Wintergreen Acquisition Corp. to disclose and seek shareholder approval for its proposed business combination with KIKA Technology Inc. via a merger. This is the first public filing of the S-4 (in draft form); it converts the previously announced deal (November 17, 2025) into a detailed proxy statement. It discloses the merger consideration (KIKA valued at $80 million, with KIKA shareholders receiving ~7,980,050 Wintergreen shares at a deemed $10.025 per share), redemption price of $10.025 (the lower of actual redemption price and $10.025), and a minimum cash condition of $5,000,001 net tangible assets. The trust per-share value is confirmed at $10.025, deadline is May 30, 2027. No fairness opinion was obtained; only a valuation report from King Kee Valuation & Consulting Limited. Why it matters: Provides the first comprehensive disclosure of the deal mechanics: redemption rights (public shareholders may redeem at ~$10.025), dilution tables under various redemption scenarios (0% to 100%), sponsor promote (sponsor paid ~$1.55/share vs. $10.00 public), sponsor lock-up terms, and clear conflict-of-interest disclosures. Also details the target's financials (KIKA revenue $6.3M for six months ended Dec 31, 2025, net loss $226k), its Hong Kong-based AdTech operations with no mainland China exposure, and the post-combination ownership (KIKA shareholders get 49.7% to 76.2% depending on redemptions). The filing alerts investors to the risk of delisting if net tangible assets fall below $5,000,001 and the absence of a fairness opinion.

What changed: A draft registration statement on Form S-4, filed as a DRS/A by Wintergreen Acquisition Corp. (the SPAC) and co-registrant KIKA Technology INC. This is a preliminary proxy statement/prospectus for the proposed business combination between the SPAC and KIKA. It is not yet publicly filed and all information is confidential. This filing is the first confidential draft registration statement (DRS/A) for the business combination. There is no prior S-4 filing to compare changes against. The document establishes the terms of the deal, including a $80 million valuation for KIKA, issuance of ~7,980,050 SPAC shares to KIKA shareholders, and a redemption price floor of $10.025 per share. The SPAC's deadline is May 30, 2027 (15 months from the May 30, 2025 IPO, extendable to 24 months with sponsor deposits). A minimum net tangible asset condition of $5,000,001 is required to close, which KIKA can waive. Why it matters: This filing provides the first detailed look at the WTG-KIKA merger mechanics. Key points for investors: (1) The sponsor paid ~$1.55/share vs. public's $10.00/unit, creating a significant 'promote' structure and dilution risk. (2) The document discloses no fairness opinion was obtained, only a valuation report from King Kee. (3) The trust is worth ~$10.025/share. (4) The deal includes a $5M minimum cash condition that could be waived, raising post-merger liquidity risk. (5) KIKA's revenue surged from ~$1.3M (FY June 2025) to ~$6.3M (H1 Dec 2025), but the company has been net loss-making. (6) The target has no mainland China operations, reducing PRC regulatory risk but introducing Hong Kong-specific risks.

What changed: Form 10-K (Annual Report) for the fiscal year ended December 31, 2025, filed by Wintergreen Acquisition Corp., a blank check company (SPAC) that completed its IPO on May 30, 2025 and announced a definitive merger agreement with KIKA Technology Inc. on November 17, 2025. The company reported its first annual financial statements post-IPO, showing $57.4 million in trust assets ($10.025 per share), net income of $988,403, and detailed the proposed $80 million business combination with KIKA, an AdTech firm. The merger agreement will result in KIKA shareholders receiving approximately 7,980,050 ordinary shares of Wintergreen. The company also disclosed that the sponsor may extend the combination deadline to May 30, 2027 by depositing $184,635 per month. Why it matters: This filing provides the first audited financials since the IPO and the definitive terms of the KIKA merger, including valuation, consideration, closing conditions, and no termination fees. It confirms the trust redemption value of $10.025 per share and the redemption mechanics. The document also outlines risks related to the China-based target, including regulatory, legal, and operational risks, and states that the combined company will not use a VIE structure. These details are critical for investors evaluating the deal and potential redemption decisions.