Welcome to our dedicated page for Wintergreen Acquisition SEC filings (Ticker: WTG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Wintergreen Acquisition Corp. (WTG) provides access to the company’s regulatory disclosures as a blank check company and SPAC incorporated in the Cayman Islands. One of the key filings is a Form 8-K in which Wintergreen Acquisition Corp. reports entry into a Merger Agreement with Wintergreen Acquisition Merger Subsidiary Corp. and KIKA Technology INC.
In this Form 8-K, the company describes the structure of the proposed business combination, including the merger of Merger Sub into KIKA, with KIKA surviving as a wholly owned subsidiary of Wintergreen Acquisition Corp. The filing also notes that, at closing, the company will change its name to “KIKA Inc.” or another name determined by KIKA, subject to approval by the Cayman Islands Registrar of Companies.
Filings for WTG detail the securities registered under Section 12(b), including units (WTGUU), ordinary shares (WTG), and rights (WTGUR). The Form 8-K explains that each unit consists of one ordinary share and one right to acquire one-eighth (1/8) of one ordinary share. It also outlines the Consideration Shares to be issued to KIKA shareholders, the conditions to closing, termination provisions, and related agreements such as transaction support, lock-up, and non-compete and non-solicitation arrangements.
Through this filings page, users can review Wintergreen Acquisition Corp.’s 8-K and related registration materials on Form S-4, once filed, to understand the terms of the proposed business combination, shareholder voting procedures, and other regulatory steps. AI-powered summaries on the platform can help explain the key elements of lengthy documents, highlight the main conditions and covenants, and clarify how the merger structure and securities terms are described in the company’s SEC reports.
Wintergreen Acquisition Corp., a Cayman Islands SPAC focused on Asia, reports it has not begun operating activities and earns only interest income on IPO trust funds. As of December 31, 2025, it had 7,303,575 ordinary shares outstanding and non‑affiliate holdings valued around $57.0M at $10.19 per share.
The company completed an IPO of 5,595,000 units at $10.00 each and placed $55.95M into a U.S. Treasury‑backed trust, which reached $57.43M with investment income. Public shareholders can redeem at about $10.025 per share in connection with a business combination or liquidation.
Wintergreen signed a Merger Agreement to acquire KIKA Technology Inc., an AdTech matching platform operating through a Hong Kong subsidiary, valuing KIKA at $80M. KIKA shareholders are expected to receive approximately 7,980,050 Wintergreen shares, also valued at $10.025 each, and Wintergreen will be renamed “KIKA Inc.” after closing, subject to shareholder approvals and other conditions.
The report highlights extensive risk factors typical for SPACs, including the possibility of failing to close a business combination before the outside date, dilution from additional share issuances, and heavy dependence on a small management team. It also describes significant legal, regulatory, and enforcement risks tied to potential targets in China, including PRC government intervention, data‑security oversight, foreign investment reviews, and the Holding Foreign Companies Accountable Act, any of which could affect the planned KIKA transaction or future operations.
Wolverine Asset Management, LLC, Wolverine Holdings, LLC, and managers Christopher L. Gust and Robert R. Bellick report beneficial ownership of 445,792 ordinary shares of Wintergreen Acquisition Corporation, representing 6.1% of the class as of the event date.
The percentage is calculated against 7,303,575 ordinary shares outstanding as of September 30, 2025, according to Wintergreen’s Form 10-Q. The reporting persons share voting and dispositive power over these shares, which they state are held in the ordinary course of business without intent to change or influence control. Wolverine Flagship Fund Trading Limited is entitled to dividends and sale proceeds on these shares.
Feis Equities LLC and Lawrence M. Feis report a significant ownership position in Wintergreen Acquisition Corp. They disclose beneficial ownership of 696,313 ordinary shares, representing 9.53% of the class. This percentage is based on 7,303,575 ordinary shares outstanding as of September 30, 2025, as reported by the issuer.
Shaolin Capital Management LLC and David Puritz have disclosed a passive investment in Wintergreen Acquisition Corp. through a Schedule 13G filing. They report beneficial ownership of 425,000 ordinary shares, representing 5.82% of the outstanding class as of the event date of 12/31/2025. The filing states that the securities were not acquired and are not held for the purpose of changing or influencing control of Wintergreen, indicating a non-activist, investment-focused position.
Wintergreen Acquisition Corp. (WTG) entered into a Merger Agreement with its wholly owned subsidiary and KIKA Technology INC., under which the subsidiary will merge into KIKA and KIKA will become a wholly owned subsidiary of Wintergreen. At closing, Wintergreen will be renamed “KIKA Inc.” or another name chosen by KIKA, subject to Cayman Islands approval. KIKA shareholders will receive Wintergreen ordinary shares as consideration, with the number of shares calculated under formulas defined in the Merger Agreement, and allocated according to an agreed Allocation Statement.
The merger is intended to qualify as a tax reorganization under Section 368(a) of the U.S. Internal Revenue Code and is targeted to close in the first half of 2026, after required shareholder and regulatory approvals, SEC effectiveness of a Form S‑4 registration statement, and satisfaction of customary closing conditions, including Wintergreen having at least $5,000,001 in net tangible assets. Related agreements include lock‑up, non‑compete, and non‑solicitation commitments from KIKA shareholders, which restrict post‑closing share transfers and competitive activities for defined periods.
Wintergreen Acquisition Corp. entered into a Merger Agreement to combine with KIKA Technology INC., with KIKA merging into a subsidiary and becoming a wholly owned unit. At closing, Wintergreen will be renamed “KIKA Inc.” or another KIKA-chosen name, and KIKA shareholders will receive ordinary shares based on KIKA’s valuation divided by the SPAC per share redemption price. Closing is expected in the first half of 2026, subject to shareholder approvals, an effective Form S-4, required governmental approvals, and the company having at least $5,000,001 in net tangible assets after closing. Related agreements include a six-month lock-up on consideration shares for KIKA shareholders and a two-year non-compete and non-solicitation covering key jurisdictions.
Wintergreen Acquisition Corp. filed its Q3 2025 report, showing net income of $566,442 for the quarter and $604,594 for the nine months, mainly from interest on the SPAC trust and a gain on the over‑allotment liability. The trust account held $56,875,827 at period end, while operating cash was $1,439,631 with working capital of $1,377,744.
The IPO closed on May 30, 2025, with 5,000,000 units sold plus 595,000 units from a partial over‑allotment, and a concurrent private placement of 253,875 units. As of September 30, 2025, there were 1,708,575 non‑redeemable ordinary shares outstanding; an additional 5,595,000 public shares are classified as redeemable at $51,208,729. The company has until August 30, 2026 (or up to May 30, 2027 with extensions) to complete a business combination.
Management notes substantial doubt about continuing as a going concern absent a completed deal within the allowed timeframe; trust funds remain restricted until a business combination or redemption.
Wolverine Asset Management LLC and related entities disclosed shared beneficial ownership of 436,398 ordinary shares of Wintergreen Acquisition Corp., equal to 5.98% of the 7,303,575 shares outstanding as of 08/01/2025. The filing lists shared voting and dispositive power over all reported shares and states the holdings are managed in the ordinary course of business and not intended to change control. The reporting group includes Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., and individuals Christopher L. Gust and Robert R. Bellick. The filing notes that Wolverine Flagship Fund Trading Limited has the right to receive proceeds/dividends related to these shares. Signatures date the filing 10/07/2025.