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. plans to merge with Cayman holding company KIKA Technology Inc., whose operating subsidiary is in Hong Kong. KIKA shareholders will receive an estimated 7,980,050 New KIKA ordinary shares as consideration based on an $80,000,000 equity valuation.
This Form S-4 registers the deemed exchange of up to 6,294,375 existing Wintergreen ordinary shares held by public shareholders, including 5,595,000 IPO shares and 699,375 shares issuable from rights. The KIKA consideration shares will be issued privately under Section 4(a)(2) and will be restricted and subject to lock-ups.
Post‑closing ownership of New KIKA will heavily depend on redemptions: KIKA holders are projected to own from 49.7% to 76.2%, while public holders fall from 34.8% to 0% of pre‑merger shares across the redemption scenarios. Sponsor “promote” economics and low-cost founder shares create additional dilution for non‑redeeming public holders.
New KIKA will be a Cayman holding company with Hong Kong operations only; counsel states no current PRC approvals are required, but future regulatory changes could severely affect the business and share value. The deal requires shareholder approval, Nasdaq listing of New KIKA shares, and at least $5,000,001 of net tangible assets; public shareholders may redeem for trust cash while retaining rights.
Wintergreen Acquisition Corp. amended a Schedule 13G/A to report that Feis Equities LLC and Lawrence M. Feis each beneficially own 3,713 ordinary shares, representing 0.01% of the class. The filing cites 7,303,575 Ordinary Shares outstanding as of March 31, 2026.
Wintergreen Acquisition Corp. filed a preliminary proxy statement/prospectus and Form S-4 amendment to register 6,294,375 Wintergreen ordinary shares in connection with the proposed business combination with KIKA Technology INC. The Merger values KIKA at an equity valuation of $80,000,000 and contemplates issuance of 7,980,050 Wintergreen ordinary shares to KIKA shareholders.
The filing seeks shareholder approval for the Merger Agreement, a name change to KIKA Inc., certain charter amendments, Nasdaq-related issuance approvals and director elections. It discloses redemption mechanics, dilution scenarios under varying redemption levels, Sponsor ownership and related-party interests, and customary closing conditions including Nasdaq listing and a $5,000,001 minimum net tangible asset requirement.
Wintergreen Acquisition Corp. reports first-quarter 2026 results as a pre‑merger SPAC. Total assets were $59,173,424, including $57,929,106 of marketable securities in its Trust Account and $1,179,430 of cash for working capital.
For the three months ended March 31, 2026, Wintergreen recorded net income of $371,705, driven mainly by $503,470 of income from investments in the Trust Account, partially offset by $137,655 of operating expenses and a $30,000 administrative fee.
The company has 5,595,000 ordinary shares subject to possible redemption, carried at $55,357,018, and 1,708,575 non‑redeemable ordinary shares outstanding as of March 31, 2026. Wintergreen is pursuing a business combination with KIKA Technology Inc., valuing KIKA at $80,000,000, and expects to issue approximately 7,980,050 shares at $10.025 per share at closing, subject to customary approvals and a minimum $5,000,001 net tangible asset level.
Management notes substantial doubt about the company’s ability to continue as a going concern if it cannot complete a business combination by May 30, 2027, when it would otherwise be required to liquidate and redeem public shares.
W. R. Berkley Corporation reports beneficial ownership of 427,111 ordinary shares of Wintergreen Acquisition Corp., representing 5.8% of the class. The filing shows shared voting and dispositive power over 427,111 shares. The Schedule 13G was signed on 05/07/2026.
Wintergreen Acquisition Corp. files a Form S-4 to register the deemed exchange of up to 6,294,375 Wintergreen ordinary shares in connection with its proposed business combination with KIKA Technology INC.. The Merger Agreement contemplates issuing an estimated 7,980,050 Wintergreen ordinary shares to KIKA shareholders based on a $80,000,000 equity valuation; KIKA consideration shares issued to KIKA shareholders will be restricted securities issued in reliance on Section 4(a)(2). The registration is subject to SEC effectiveness, shareholder approvals, Nasdaq listing of New KIKA ordinary shares, and a $5,000,001 minimum net tangible asset closing requirement.
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.