Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Wintergreen Acquisition Corp., a Cayman Islands exempted company, on May 30, 2025. The company is an emerging growth company with its principal executive offices in Beijing, PRC. The filing details the closing of the public offering, a concurrent private placement, and the appointment of new directors.
Key Financial Metrics
- IPO Gross Proceeds: $55,950,000 from the sale of 5,595,000 Units at $10.00 per Unit (including 595,000 Units from partial over-allotment exercise).
- Private Placement Proceeds: $2,538,750 from the sale of 253,875 Placement Units at $10.00 per Unit.
- Trust Account Deposit: $50,125,000 deposited for the benefit of public shareholders.
- Working Capital Loan: A $475,000 loan drawn from the Sponsor to initiate the IPO was offset against proceeds.
- Revenue/Profit/Margins: Not applicable; the filing does not provide operating revenue, profit, or margin data as the company is a pre-business combination SPAC.
- Debt/Liquidity: The filing notes the offset of a $475,000 sponsor loan. No other long-term debt or liquidity ratios are explicitly detailed in the text.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. This includes the registration of Units (WTGUU), Ordinary Shares (WTG), and Rights (WTGUR). Additionally, the Board of Directors was expanded with the appointment of five new directors, three of whom are independent.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance or an outlook for future business operations, as the company has not yet consummated an initial business combination. The primary risk and contingency noted is the requirement to complete an initial business combination to realize the value of the Rights, which entitle holders to one-eighth of one ordinary share upon such consummation. The Placement Units are subject to a lock-up period of 30 days following the completion of the initial business combination.
Investor Verification Checklist
- Verify the final audited balance sheet (Exhibit 99.1) to confirm the exact cash position and working capital after transaction costs.
- Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts, commissions, and the full terms of the over-allotment option.
- Confirm the specific terms of the Rights Agreement (Exhibit 4.1) regarding the conversion mechanics and potential adjustments upon a business combination.
- Examine the Administrative Services Agreement (Exhibit 10.6) to understand ongoing fees payable to the Sponsor (MACRO DREAM Holdings Limited).
- Check the Insider Letter Agreement (Exhibit 10.5) for any additional commitments or restrictions on the Sponsor and directors.