If You Invested in Wintergreen Acquisition Corp (WTG)

Wintergreen Acquisition Corp. (NASDAQ: WTG) is a special purpose acquisition company, often referred to as a blank check company. According to its public disclosures, Wintergreen Acquisition Corp. is incorporated as a Cayman Islands exempted company and its securities are listed on The Nasdaq Stock Market LLC.

The company’s structure includes units, ordinary shares, and rights registered under Section 12(b) of the Securities Exchange Act. Its units trade under the symbol WTGUU, each consisting of one ordinary share with a par value of $0.0001 per share and one right to acquire one-eighth (1/8) of one ordinary share. The ordinary shares trade under the symbol WTG, and the rights trade under the symbol WTGUR.

Business Purpose as a Blank Check Company

Wintergreen Acquisition Corp. is described as a blank check company. In its Form 8-K, the company refers to itself as a SPAC and indicates that it was formed to effect a business combination. As a SPAC, it does not describe an operating business of its own in the filing, but instead focuses on entering into a merger or similar transaction with another entity.

Proposed Business Combination with KIKA Technology INC.

In a Form 8-K reporting a material event, Wintergreen Acquisition Corp. states that it entered into a Merger Agreement with Wintergreen Acquisition Merger Subsidiary Corp., a wholly owned subsidiary, and KIKA Technology INC., a Cayman Islands exempted company. Under this Merger Agreement, Merger Sub will merge with and into KIKA, with KIKA surviving as a wholly owned subsidiary of Wintergreen Acquisition Corp. The company also discloses that, simultaneously with the closing of the merger, it will change its name to “KIKA Inc.” or another name determined by KIKA, subject to approval by the Registrar of Companies in the Cayman Islands.

The Form 8-K explains that the merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and that the Merger Agreement is intended to constitute a plan of reorganization. The closing of the merger is subject to a range of conditions, including shareholder approvals, effectiveness of a registration statement on Form S-4, required governmental approvals, and other customary conditions described in the filing.

Share Consideration and Rights

In connection with the proposed merger, the Form 8-K states that shareholders of KIKA Technology INC. will receive ordinary shares of Wintergreen Acquisition Corp. as consideration. These are referred to as Consideration Shares. The number of Consideration Shares is described as being based on the valuation of KIKA divided by the SPAC per share redemption price, as defined in the Merger Agreement, and allocated among KIKA shareholders according to an allocation statement.

The filing also notes that Wintergreen Acquisition Corp. has agreed to provide public shareholders with redemption rights in accordance with its organizational documents and IPO trust agreement. The rights that are part of the listed units entitle the holder to acquire one-eighth (1/8) of one ordinary share, as disclosed in the table of securities registered pursuant to Section 12(b).

Jurisdiction and Corporate Structure

Wintergreen Acquisition Corp. identifies the Cayman Islands as its jurisdiction of incorporation or organization in its Form 8-K. The same filing describes Wintergreen Acquisition Merger Subsidiary Corp. and KIKA Technology INC. as Cayman Islands exempted companies as well. The company’s principal executive offices are described in the filing, and it lists a contact telephone number, but the exact address and phone details are not necessary for understanding the company’s structure and are therefore omitted here.

Key Agreements and Covenants

The Form 8-K outlines several categories of provisions in the Merger Agreement, including representations and warranties, covenants, conditions to closing, termination provisions, and related agreements. The parties agree to operate their businesses in the ordinary course prior to closing and to use commercially reasonable efforts to consummate the transactions, including preparing the registration statement on Form S-4 and proxy materials for the shareholder meeting.

The filing also describes related agreements that involve KIKA shareholders, including a Company Transaction Support Agreement, non-compete and non-solicitation agreements, and lock-up agreements. The lock-up agreement provides for a six-month lock-up period after closing during which certain shareholders are restricted from transferring, selling, or encumbering Consideration Shares, subject to customary exceptions. The non-compete and non-solicitation agreement describes a two-year restricted period after closing, during which specified parties are restricted from engaging in competing businesses within the Company Group’s operating jurisdictions, which are identified as the Cayman Islands, the British Virgin Islands, and Hong Kong.

Conditions and Termination

The Form 8-K states that the merger is subject to conditions that are described as customary for transactions of this type. These include shareholder approvals, effectiveness of the registration statement on Form S-4, required governmental approvals, absence of legal prohibitions, minimum net tangible assets for the company after closing, and the absence of a material adverse effect on either party, among others.

The Merger Agreement may be terminated in several circumstances, including mutual written consent, failure to close by an outside date (provided the terminating party is not in breach), final non-appealable orders enjoining the merger, and certain material breaches by either party. The filing notes that there are no termination fees, but that parties may remain liable for willful breaches or fraud.

Investor Information and Regulatory Filings

Wintergreen Acquisition Corp. discloses that it will file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus relating to the business combination. The filing explains that, after effectiveness of the registration statement, a definitive proxy statement/prospectus will be mailed to shareholders of Wintergreen Acquisition Corp. for purposes of voting on the business combination and related matters. The Form 8-K emphasizes that these materials will contain important information about Wintergreen Acquisition Corp., KIKA Technology INC., and the proposed business combination.

The same Form 8-K also includes language explaining that the communication does not constitute an offer to sell or the solicitation of an offer to buy securities, and that no sale of securities will occur in any jurisdiction where such activity would be unlawful prior to registration or qualification under applicable securities laws.

Status and Outlook

Based on the Form 8-K, Wintergreen Acquisition Corp. has entered into a Merger Agreement but the closing of the merger remains subject to the conditions described in the filing. The document discusses expectations about the timing of closing in general terms, but also notes that the Merger Agreement may be terminated under certain conditions. The filing does not state that the merger has been completed, nor does it report any delisting, deregistration, or bankruptcy event.

Frequently Asked Questions about Wintergreen Acquisition Corp. (WTG)