Wintergreen Acquisition Corp. filings document material-event reporting for a blank-check company. The 8-K record covers material agreements, shareholder voting matters, SPAC and security-structure disclosures, capital-structure updates, and operating and financial results, along with governance information relevant to a public blank-check issuer.
Wintergreen Acquisition Corp. (WTG) filed an amended registration statement covering the deemed exchange of up to 6,294,375 ordinary shares for existing public shareholders in a proposed business combination with KIKA Technology INC. The registered amount comprises 5,595,000 public shares and 699,375 shares from automatic conversion of public rights.
Separately, Wintergreen estimates it would issue 7,980,050 shares to KIKA shareholders as merger consideration; those shares are not registered under the Securities Act and are described as restricted securities subject to lock-up agreements. At closing, KIKA would become Wintergreen’s wholly owned subsidiary, and Wintergreen would be renamed KIKA Inc., subject to approval by the Cayman Islands Registrar of Companies.
The proposed deal assigns KIKA an $80 million equity valuation. Ownership scenarios show KIKA shareholders holding 49.7% of New KIKA with no redemptions and 76.2% with 100% redemptions; public shareholders’ ordinary-share ownership falls from 34.8% to 0%, while converted public rights represent 4.4% to 6.7%. Closing requires at least $5,000,001 in net tangible assets, and Wintergreen’s board did not obtain a fairness opinion.
Wintergreen Acquisition Corp. (WTG) issued an unsecured promissory note with a $184,635 principal amount to its sponsor, MACRO DREAM Holdings Limited, in connection with the sponsor’s advance for deposit into the company’s trust account to fund an extension. The note bears no interest and matures upon the earlier of the closing of an initial business combination or the date the company is required to liquidate. If no business combination is completed, the note is forgiven and the sponsor has no right to payment.
Before full repayment, the sponsor may elect to convert all or any portion of unpaid principal into company units at $10.00 per unit upon consummation of a business combination. At the sponsor’s request, the board approved moving the Business Combination Deadline from September 30, 2026, to October 30, 2026. Units and underlying securities issuable on conversion generally may not be transferred or sold by the sponsor before the business combination, subject to limited exceptions, and are entitled to registration rights. Wintergreen said it is continuing to pursue its business combination with KIKA Technology Inc. under the merger agreement dated November 17, 2025.
Wintergreen Acquisition Corp. issued its sponsor, MACRO DREAM Holdings Limited, an unsecured promissory note with $184,635 principal. The sponsor advanced funds for deposit into the Company’s Trust Account to effect an extension. The note bears no interest and matures upon the earlier of the closing of an initial business combination or the date the Company is required to liquidate; if no business combination is completed, the note is forgiven and the sponsor has no right to payment. The sponsor waived claims to Trust Account distributions with respect to the note.
The board approved, at the sponsor’s request, extending the business-combination deadline from September 30, 2026 to October 30, 2026. Before full repayment, the sponsor may elect to convert all or any unpaid principal into units at $10.00 per unit, upon a business-combination closing. Wintergreen continues to pursue its previously announced business combination with KIKA Technology Inc. under a merger agreement dated November 17, 2025.
Wintergreen Acquisition Corp. (WTG) has filed an amended Form S-4 for its proposed Business Combination with KIKA Technology INC., under which Merger Sub will merge into KIKA and KIKA will become a wholly owned subsidiary. Wintergreen will be renamed “KIKA Inc.” after closing, and KIKA shareholders are to receive 7,980,050 unregistered Wintergreen ordinary shares, reflecting an $80,000,000 equity valuation based on a $10.025 per‑share reference price.
Under Securities Act Rule 145a, the registration statement covers the deemed exchange of up to 6,294,375 Wintergreen ordinary shares currently held by public shareholders, including 5,595,000 existing public shares and 699,375 shares issuable upon conversion of public rights. The materials highlight significant potential dilution to non‑redeeming public holders from both the sponsor promote and KIKA share issuance, possible “controlled company” status if redemptions are high, extensive sponsor and management conflicts, Hong Kong‑based operating and regulatory risks, and the need to satisfy a $5,000,001 net tangible asset test and obtain (or waive) Nasdaq listing approval for New KIKA shares.
Wintergreen Acquisition Corp. (WTG) entered into an unsecured promissory note with its sponsor, MACRO DREAM Holdings Limited, for a principal amount of $184,635 to fund an extension deposit into the company’s trust account. The note bears no interest and is due upon the earlier of completing the initial business combination or the company’s liquidation; if no business combination occurs, the note will be forgiven and the sponsor will have no right to payment. The sponsor has waived any claim on funds in the trust account related to this note and may elect to convert the outstanding principal into units at $10.00 per unit, with such units identical to the sponsor’s original private placement units. The board approved an extension of the Business Combination Deadline from August 30, 2026 to September 30, 2026, and the company states it is continuing to pursue its previously announced business combination with KIKA Technology Inc. under the November 17, 2025 merger agreement.
Wintergreen Acquisition Corp. (WTG) entered into an unsecured promissory note with its sponsor, MACRO DREAM Holdings Limited, for a principal amount of $184,635 to fund a one-month extension of the deadline to complete its initial business combination. The funds are to be deposited into the company’s Trust Account to extend the Business Combination Deadline from August 30, 2026 to September 30, 2026.
The note bears no interest and matures on the earlier of the closing of the initial business combination or the date the company must liquidate. If no business combination is completed and the company liquidates, the note will be forgiven and the sponsor will have no right to payment and has waived any claim on the Trust Account. At the sponsor’s option, the principal may be converted into units at $10.00 per unit upon consummation of a business combination, on terms identical to the prior private placement units. Wintergreen states it is continuing to pursue its previously announced business combination with KIKA Technology Inc. under a merger agreement dated November 17, 2025.
Wintergreen Acquisition Corp. (WTG) filed Amendment No. 5 to its Form S-4 to register the deemed exchange of up to 6,294,375 ordinary shares held by existing public shareholders in connection with its proposed business combination with KIKA Technology INC. KIKA shareholders will receive 7,980,050 Wintergreen ordinary shares as merger consideration, based on an $80,000,000 equity valuation divided by a reference price of $10.025 per share, but these consideration shares will be issued in a private, unregistered transaction and will be subject to lock-up agreements.
After closing, Wintergreen will be renamed “KIKA Inc.” (New KIKA), a Cayman holding company whose operating business is conducted through a Hong Kong subsidiary and has no mainland China operations. The filing emphasizes Hong Kong’s separate regulatory regime but warns that future PRC regulatory changes could materially affect operations or the ability to offer securities. Public shareholders may redeem their shares for cash from the trust account, and ownership in New KIKA will depend heavily on redemption levels: KIKA holders are projected to own 49.7%–76.2%, while public shareholders could fall from 34.8% to zero. The sponsor will own 1,684,359 shares, reflecting a low cost basis that drives significant dilution to non-redeeming holders. The board did not obtain a fairness opinion, relying instead on an independent valuation report. Completion of the deal requires shareholder approval, satisfaction of a $5,000,001 net tangible asset minimum and Nasdaq listing approval for New KIKA shares.
Wintergreen Acquisition Corp., a Cayman Islands SPAC, reports June 30, 2026 total assets of $59.5 million, including $58.4 million of marketable securities in its Trust Account and $1.0 million of cash for working capital. Ordinary shares subject to possible redemption total $57.4 million for 5,595,000 public shares.
For the six months ended June 30, 2026, Wintergreen recorded net income of $741,521, driven by $1,012,559 of interest on Trust investments and $12,043 of other interest income, partially offset by $283,081 of operating expenses. Cash used in operating activities was $296,941.
The company has entered into a proposed business combination with KIKA Technology Inc., valuing KIKA at $80 million, with KIKA shareholders to receive approximately 7,980,050 Wintergreen ordinary shares at $10.025 per share, subject to customary closing conditions and maintaining at least $5,000,001 of net tangible assets. Wintergreen has until May 30, 2027 to complete a business combination; management discloses that this mandatory liquidation deadline, if unmet, raises substantial doubt about its ability to continue as a going concern.
Glazer Capital, LLC and Paul J. Glazer report their holdings in Wintergreen Acquisition Corp. through a Schedule 13G/A Amendment No. 2. They report beneficial ownership of 239,990 units, representing 3.29% of the class of units, each consisting of one ordinary share and one right to acquire 1/8 of one ordinary share.
The units are held by funds and managed accounts for which Glazer Capital serves as investment manager, with voting and dispositive power reported on a shared basis. The reporting persons state that the filing should not be construed as an admission of beneficial ownership for Section 13 purposes and confirm that they now hold 5% or less of the class.
Wintergreen Acquisition Corp. is seeking shareholder approval for a Business Combination with KIKA Technology INC., after which Wintergreen will be renamed “KIKA Inc.” (New KIKA). KIKA shareholders will receive an estimated 7,980,050 New KIKA ordinary shares based on an agreed $80,000,000 equity valuation, while this S-4 registers the deemed exchange of up to 6,294,375 existing Wintergreen public shares.
Post‑merger, New KIKA will be a Cayman holding company whose business is conducted through a Hong Kong subsidiary; there are no mainland China operations, and Hong Kong counsel has advised that no PRC approvals are currently required, though future regulatory changes could severely affect the business and share value. Wintergreen public shareholders may redeem their shares for cash from the trust account, which directly impacts ownership and valuation; at 0% to 100% redemption, KIKA holders would own from 49.7% to 76.2% of New KIKA. The filing highlights significant dilution from both the KIKA consideration and the SPAC sponsor “promote”, including standalone sponsor-related net tangible book value dilution and the low sponsor cost basis (~$1.55 per share versus the $10.00 IPO price). It also discloses conflicts of interest and that, depending on redemptions, New KIKA may qualify as a “controlled company” under Nasdaq rules, and that Nasdaq listing approval for New KIKA shares is a key closing condition alongside a $5,000,001 net tangible asset minimum and shareholder approval of multiple merger-related proposals.