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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): August 31, 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 1, 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 August 30, 2026 to September 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Promissory Note |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 3, 2026
WINTERGREEN ACQUISITION CORP.
| By: |
/s/ Yongfang “Fayer” Yao |
|
| Name: |
Yongfang “Fayer” Yao |
|
| Title: |
Chief Executive Officer and Director |
|
Exhibit 99.1
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
UNSECURED PROMISSORY NOTE
| Principal Amount: $184,635.00 |
|
Date: September 1, 2026 |
FOR VALUE RECEIVED, Wintergreen Acquisition Corp., a Cayman Islands exempted company (the “Maker”), hereby promises to pay to the order of MACRO DREAM Holdings Limited, a British Virgin Islands business company, or its registered assigns or successors in interest (the “Payee”), the principal sum of One Hundred Eighty-Four Thousand Six Hundred Thirty-Five Dollars ($184,635.00) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal and Maturity. The principal balance of this Promissory Note (this “Note”) shall be payable by the Maker to the Payee on the earlier of: (i) the consummation of the Maker’s initial merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a “Business Combination”), and (ii) the date by which the Maker must consummate a Business Combination pursuant to its Amended and Restated Memorandum and Articles of Association (as the same may be extended or amended from time to time), including the liquidation of the Maker if the Maker fails to consummate a Business Combination by such date. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Proceeds. The Maker shall deposit the principal amount of this Note directly into the trust account (the “Trust Account”) established in connection with the Maker’s initial public offering, to be utilized strictly to effectuate a one-month extension of the date by which the Maker must consummate a Business Combination, from August 30, 2026, to September 30, 2026.
4. Conversion Option; Effect
of Conversion. At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee
may elect to convert all or any portion of the unpaid principal balance of this Note into units of the Maker (the “Conversion Units”)
at a conversion price equal to $10.00 per unit, upon the consummation of a Business Combination. The Conversion Units shall be identical
to the placement units issued by the Maker to the Payee in the private placement that closed simultaneously with the Maker’s initial
public offering. The Payee shall effectuate such conversion by providing the Maker with written notice of its election to convert prior
to the consummation of the Business Combination. Provided, however, that the Payee’s right to convert the principal balance of
this Note, when aggregated with any other working capital or extension loans made by the Payee or its affiliates to the Maker that possess
a similar conversion feature, shall not exceed an aggregate principal amount of $1,500,000, as set forth in the Maker’s final prospectus.
No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would otherwise be entitled,
the Maker will pay to Payee in cash the amount of the unconverted principal balance of this Note that would otherwise be converted into
such fractional Units. If the Maker timely receives notice of the Payee’s intention to convert this Note at least two business
days prior to the closing of a Business Combination, this Note shall be deemed to be converted on such closing date. At its expense,
the Maker will, upon receipt of such conversion notice, as soon as practicable after consummation of a Business Combination, issue and
deliver to Payee, at Payee’s address as requested by Payee in its conversion notice, a certificate or certificates for the number
of Units to which Payee is entitled upon such conversion (bearing such legends as are customary pursuant to applicable state and federal
securities laws), including a check payable to Payee for any cash amounts payable as a result of any fractional Units as described herein.
5. Trust Account Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest, or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment, or satisfaction for any Claim against the Trust Account for any reason whatsoever. If the Maker does not consummate a Business Combination by the expiration of its prescribed timeframe and liquidates, this Note shall be forgiven and the Payee shall have no right to receive payment hereunder.
6. Assignment. This Note and the rights and obligations hereunder may not be assigned, transferred, or sold by the Payee prior to the consummation of a Business Combination without the prior written consent of the Maker.
7. Events of Default. The following shall constitute an event of default (“Event of Default”): (a) Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days following the date such payment is due. (b) The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation, or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property.
8. Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
9. Amendment and Waiver. This Note may not be amended, modified, or waived except by an instrument in writing signed by the Maker and the Payee.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its authorized officer as of the day and year first above written.
| WINTERGREEN ACQUISITION CORP. |
|
| |
|
| By: |
/s/ Yongfang Yao |
|
| Name: |
Yongfang Yao |
|
| Title: |
CEO and Director |
|
| |
AGREED TO AND ACCEPTED BY: |
| |
|
| |
MACRO DREAM HOLDINGS LIMITED |
| |
|
| |
By: |
/s/ Yongfang Yao |
| |
Name: |
Yongfang Yao |
| |
Title: |
Director |
