Can WTG’s sponsor convert the note into units?

The sponsor may elect, before the note is paid in full, to convert all or any portion of the unpaid principal into 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 the initial public offering.

Wintergreen extends deal deadline to Oct. 30

The business-combination deadline moves to October 30, 2026, and the sponsor note is forgiven if no business combination is completed.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The unsecured $184,635 note is issued; conversion at closing would add shares and dilute existing holders, while the resulting securities face pre-closing transfer limits.

The note is already issued and unsecured; if the sponsor elects conversion at a business-combination closing, each unit would add one ordinary share—reducing existing holders’ percentage ownership absent offsetting changes—and a right to acquire one-eighth of a share.

Units and underlying securities issued on conversion may not be transferred or sold before the combination closes, except for limited exceptions, and are entitled to registration rights.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal: $184,635 Conversion price: $10.00 per unit Previous business-combination deadline: September 30, 2026 +1 more

4 metrics

Promissory note principal $184,635 Note issued to the sponsor

Conversion price $10.00 per unit Sponsor option to convert unpaid principal upon consummation of a business combination

Previous business-combination deadline September 30, 2026 Deadline before the board-approved extension

Extended business-combination deadline October 30, 2026 Deadline approved by the board at the sponsor’s request

Key Terms

unsecured promissory note, Trust Account, initial business combination, conversion price, +1 more

5 terms

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

"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.

initial business combination financial

"the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

conversion price financial

"at a conversion price equal to $10.00 per unit"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

registration rights regulatory

"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.

FAQ

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

What is WTG’s new business-combination deadline?

Wintergreen Acquisition Corp.’s board approved, at the sponsor’s request, an extension from September 30, 2026 to October 30, 2026 under its Amended and Restated Memorandum and Articles of Association.

What restrictions apply to WTG units issuable upon conversion?

The units and underlying securities issuable upon conversion may not, subject to certain limited exceptions, be transferable or salable by the sponsor until completion of the initial business combination. They are entitled to registration rights.

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

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Available on EDGAR 09/28/2026 - 04:31 PM Accepted by SEC EDGAR 09/28/2026 - 04:30 PM

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.

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).

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 14.8 KB

Wintergreen extends deal deadline to Oct. 30

Rhea-AI Filing Summary