WTG merger with KIKA Technology INC.
KIKA Technology INC. (Hong Kong)Revenue $13M (9M ended 2026-03-31 (actual; FY-June-2025 was just $1.3M)) as reported.
Expected close, as filed: H1 2026 (lapsed — no newer date has been filed).
Announced 17 November 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $5M
- Exchange ratio
Consideration Shares = Valuation of KIKA / SPAC Per Share Redemption Price, allocated per the Allocation Statement (dollar Valuation not disclosed in the 8-K)more ▾less ▴
commencing on the Closing Date and ending on the date that is six (6) months after the Closing Date (the “Lock-Up Periodmore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: KIKA Technology INC.
from S-4/AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
KIKA Technology INC. (Cayman holdco, inception 2023-10-31; all operations via Hong Kong subsidiary Time Point Technology Co., Limited 'HK TP'; 10 full-time employees, all in Hong Kong; CEO Tony Han) sells 'AdTech Dynamic Matching Technology' services (dynamic tag matching / traffic-label optimization for advertisers) plus, since Q1 2026, custom software development. Micro-scale with a suspicious hockey stick: revenue was $1.6M from inception through 30-Jun-2024 (net profit $146,547) and $1.3M in FY-June-2025 (net loss $172,819, working-capital deficit), then exploded to $12.68M for the nine months ended 31-Mar-2026 (+1,294% YoY; the single March-2026 quarter's $6.39M grew 5,087% YoY and exceeded the prior two fiscal years combined) - with customer retention of just 13%, 4 key clients contributing 82% of revenue, average revenue per customer jumping from ~$29k to ~$507k, and total assets of only $4.48M. The Wintergreen Acquisition Corp. merger (BCA 2025-11-18; S-4 2026-04-16, 4th S-4/A 2026-08-12) prices 100% of KIKA at an $80,000,000 pre-money equity valuation (7,980,050 shares at $10.025) - supported by no fairness opinion, only a King Kee Valuation & Consulting report, and management projections through 2035 assuming 280% growth in FY2026, 100% in FY2027 and $120M revenue by FY2035.
Founded 2023.
A reported actual.
KIKA Technology INC. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 5 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what KIKA Technology INC. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values KIKA Technology INC. at $80M, or 6.3× the 9M ended 2026-03-31 (actual; FY-June-2025 was just $1.3M) actual revenue it actually reported. That is 4.1× what the market pays for its closest listed peers (median 1.55×) — an expensive price. It is priced above 80% of them.
Announced equity value (net debt unknown).
9M ended 2026-03-31 (actual; FY-June-2025 was just $1.3M) — a reported actual.
6.3× 9M ended 2026-03-31 (actual; FY-June-2025 was just $1.3M) actual revenue. Put another way: $1 of its annual sales is being bought for $6.30.
$1 of their sales costs $1.55 on the open market. Median of 5 listed companies we judged a true comparable, which individually run from 0.27× to 15.53×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- MI, KCG, GRNQ have no revenue to divide by, so they are shown but left out of the peer median.
The 8 listed companies it is measured against, and why
- APP15.53× revenue
AppLovin - the scaled benchmark for algorithmic ad-matching/optimization economics; the aspirational ceiling for any 'dynamic matching' AdTech claim.
- MIno revenue multiple
Operational comp: E-commerce & Auction Services; micro-cap ($57m); shares valuation, kong, hong, consulting, services, for with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- MGNI4.89× revenue
Magnite - listed programmatic ad-infrastructure (SSP) mid-cap; realistic multiple anchor for ad-traffic optimization businesses.
- KCGno revenue multiple
Operational comp: Investment Management & Fund Operators (NEC); shares kong, hong with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- DSP0.8× revenue
Viant Technology - small-cap programmatic ad platform; closer in scale-risk profile to a sub-$100M-valuation AdTech.
- GRNQno revenue multiple
Operational comp: Corporate Financial Services (NEC); micro-cap ($16m); shares kong, hong, consulting, growth, capital, limited with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- PERI0.27× revenue
Perion Network - small-cap ad-tech intermediary whose de-rating shows how the market treats concentration and channel risk in this niche.
- MCHX1.55× revenue
Marchex - micro-cap conversational/ad analytics comp; the floor of listed AdTech valuations at KIKA's actual revenue scale.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.