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Wintergreen extends deal deadline to October 30

If Wintergreen does not complete a business combination, the note is forgiven; the extended deadline is October 30, 2026.

(High)

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Form Type
425

Rhea-AI Filing Summary

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.

Filing Explained

The sponsor expressly waived any right, title, interest or claim to trust-account distributions with respect to this note; the $184,635 note therefore has no claim on those distributions.

Promissory note principal $184,635 Note issued to the sponsor
Conversion price $10.00 per unit Sponsor may elect conversion upon consummation of a business combination
Prior Business Combination Deadline September 30, 2026 Deadline before the approved extension
Extended Business Combination Deadline October 30, 2026 Deadline approved by the board
unsecured promissory note financial
"issued an unsecured promissory note"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
Trust Account financial
"deposited into the Company’s trust account (the “Trust Account”)"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Business Combination Deadline financial
"extending the Business Combination Deadline from September 30, 2026 to October 30, 2026"
registration rights financial
"are entitled to registration rights"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
placement units financial
"identical to the placement units issued to the Sponsor"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is WTG’s promissory note?

Wintergreen issued a note with $184,635 in principal to its sponsor, MACRO DREAM Holdings Limited. The sponsor advanced funds for deposit into Wintergreen’s Trust Account in connection with the extension.

When is WTG’s business combination deadline?

At the sponsor’s request, Wintergreen’s board approved extending the deadline under its Amended and Restated Memorandum and Articles of Association from September 30, 2026, to October 30, 2026.

Can WTG’s sponsor convert the promissory note into units?

At the sponsor’s option, before payment in full of the principal, all or any portion of unpaid principal may be converted into company units at $10.00 per unit upon consummation of a business combination. The units will be identical to the placement units issued to the sponsor in the private placement that closed simultaneously with Wintergreen’s initial public offering.

Can WTG’s sponsor claim Trust Account distributions for the note?

The sponsor waived any right, title, interest, or claim of any kind to any distribution of or from the Trust Account with respect to the note.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 28, 2026

 

 

 

Wintergreen Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-42673   N/A00-0000000
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

Room 8326, Block B,

Hongxiang Cultural and Creative Industrial Park,

90 Jiukeshu West Road,

Tongzhou District, Beijing, PRC00000CN

(Address of principal executive offices, including zip code)

 

+ (86)136 5237 1477

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one right to acquire one-eighth (1/8) of one Ordinary Share   WTGUU   The Nasdaq Stock Market LLC
Ordinary Shares, par value $0.0001 per share   WTG   The Nasdaq Stock Market LLC
Rights, each to acquire one-eighth (1/8) of one Ordinary Share   WTGUR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The disclosures set forth under Item 2.03 are incorporated by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On September 28, 2026, Wintergreen Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $184,635 to MACRO DREAM Holdings Limited, the Company’s sponsor (the “Sponsor”). The Note was issued in connection with the Sponsor’s advance of funds to the Company to be deposited into the Company’s trust account (the “Trust Account”) to effectuate an extension of the date by which the Company must consummate its initial business combination (the “Extension”).

 

The Note does not bear interest and matures upon the earlier of the closing of the Company’s initial business combination or the date the Company is required to liquidate. In the event that the Company does not consummate a business combination, the Note will be forgiven and the Sponsor will have no right to receive payment under the Note. The Sponsor has agreed to waive any and all right, title, interest, or claim of any kind in or to any distribution of or from the Trust Account with respect to the Note.

 

At the Sponsor’s option, at any time prior to payment in full of the principal balance of the Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Note into units of the Company at a conversion price equal to $10.00 per unit, upon the consummation of a business combination. Such units will be identical to the placement units issued to the Sponsor in the private placement that closed simultaneously with the Company’s initial public offering.

 

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company’s initial business combination and (2) are entitled to registration rights.

 

Item 8.01 Other Events.

 

Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the Board of Directors approved the Extension upon the Sponsor’s request, extending the Business Combination Deadline from September 30, 2026 to October 30, 2026. The information set forth in Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated herein by reference. The Company is continuing to pursue the consummation of its previously announced business combination with KIKA Technology Inc. pursuant to the Merger Agreement dated November 17, 2025.

 

Forward-Looking Statements

 

Neither Wintergreen Acquisition Corp., KIKA Technology INC., nor any of their respective affiliates make any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed business combination discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed business combination.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Form of Promissory Note
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Dated: September 28, 2026

 

WINTERGREEN ACQUISITION CORP.

 

By: /s/ Yongfang “Fayer” Yao  
Name: Yongfang “Fayer” Yao  
Title: Chief Executive Officer and Director  

 

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