Business Context and Reporting Period
This Form 8-K Current Report, dated May 28, 2025, details the completion of the Initial Public Offering (IPO) by Wintergreen Acquisition Corp., a Cayman Islands-based special purpose acquisition company (SPAC). The report covers the effective date of the Registration Statement on Form S-1 and the execution of definitive agreements related to the offering.
Key Financial Metrics
- Gross Proceeds: $50,000,000 generated from the sale of 5,000,000 Units.
- Offering Price: $10.00 per Unit.
- Unit Composition: One Ordinary Share (par value $0.0001) and one Right to acquire one-eighth (1/8) of one Ordinary Share upon business combination.
- Over-Allotment Option: Underwriters granted a 45-day option to purchase up to 750,000 additional Units.
- Trading Symbols: Units (WTGUU), Ordinary Shares (WTG), and Rights (WTGUR) on The Nasdaq Stock Market LLC.
- Other Metrics: The filing does not provide specific data on operating revenue, profit, cash flow, margins, or existing debt, as the company is in the pre-business combination stage.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the SEC's declaration of effectiveness for the Registration Statement on May 28, 2025. This event triggered the capitalization of the company through the IPO and the establishment of a trust account for the proceeds.
Agreements, Governance, and Risks
In connection with the IPO, the Company entered into several material definitive agreements:
- Underwriting Agreement: With D. Boral Capital LLC as representative.
- Trust Agreement: With Wilmington Trust, National Association, to hold IPO proceeds.
- Placement Unit Purchase Agreement: With the Sponsor, MACRO DREAM Holdings Limited.
- Corporate Governance: The Amended and Restated Memorandum and Articles of Association became effective on May 28, 2025.
- Indemnity and Administrative Agreements: Executed with directors, officers, and the Sponsor.
Risks and Contingencies: The filing notes the Company is an emerging growth company. Standard SPAC risks include the requirement to consummate a business combination within a specified timeframe or face liquidation, though specific timelines are not detailed in this excerpt.
Investor Verification Checklist
- Verify the final number of Units sold, including any exercise of the 750,000 over-allotment option.
- Confirm the exact amount of funds deposited into the Trust Account versus amounts retained for working capital.
- Review the full text of the Underwriting Agreement for underwriting discounts and commissions.
- Examine the Placement Unit Purchase Agreement to understand the Sponsor's initial investment and ownership percentage.
- Check the Amended and Restated Charter for the specific deadline to complete an initial business combination.