WTG

Business Context and Reporting Period

Company: Wintergreen Acquisition Corp. (WTG)

Reporting Period: Quarter and six months ended June 30, 2026

Status: Cayman Islands exempted company, shell company, and emerging growth company. The Company is a blank check entity formed to effect a business combination. It has not commenced operations other than organizational activities and the search for a target.

Key Transaction: On November 17, 2025, the Company entered into a Merger Agreement to combine with KIKA Technology Inc. The transaction values KIKA at $80,000,000. The Company filed a Form S-4 in April 2026, with subsequent amendments filed through August 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Income: Net income for the six months ended June 30, 2026, was $741,521, a significant increase from $38,152 in the same period in 2025. This is primarily driven by higher income earned on marketable securities held in the Trust Account ($1,012,559 vs. $203,822).
• Operating Expenses: Total operating expenses increased to $283,081 for the six months ended June 30, 2026, compared to $159,770 in the prior year period. This includes increased formation and operating costs ($222,748 vs. $149,437) and administrative fees ($60,333 vs. $10,333).
• Trust Account Classification: Marketable securities held in the Trust Account were reclassified from non-current to current assets as of June 30, 2026, as the mandatory redemption date (May 30, 2027) is now within one year.
• Accretion: The Company recorded accretion of ordinary shares subject to redemption value of $4,090,562 for the six months ended June 30, 2026, compared to $517,668 in the prior year period.

Outlook, Risks, and Management Commentary

• Business Combination Timeline: The Company must consummate a business combination by May 30, 2027 (15 months from IPO closing, with potential extensions). Failure to do so will result in mandatory liquidation and dissolution.
• Going Concern: Management has determined that the mandatory liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed by the deadline. No adjustments have been made to asset/liability classifications assuming liquidation.
• Liquidity: As of June 30, 2026, the Company had $1,028,051 in cash outside the Trust Account. Management believes this is sufficient for working capital needs for at least one year. The Trust Account balance of $58,438,195 is restricted for use in a business combination or redemptions.
• Deferred Underwriting: A deferred underwriting commission of $559,500 (plus 55,950 representative shares) is payable upon consummation of the business combination. The underwriter has agreed to waive this if the combination is not completed.
• Risks: Risks include the failure to complete the KIKA merger, insufficient funds to operate prior to a combination, and the potential for the Trust Account value to be less than the IPO price per unit upon liquidation.

Investor Verification Checklist

• Merger Status: Verify the current status of the Form S-4 registration statement and shareholder approval for the KIKA Technology Inc. merger.
• Redemption Rights: Confirm the per-share redemption price available to public shareholders, which is currently approximately $10.44 ($58,438,195 / 5,595,000 shares) based on Trust Account balance.
• Extension Options: Review the Company's charter for specific terms regarding the ability to extend the combination period beyond May 30, 2027, and any associated deposit requirements.
• Related Party Obligations: Note the $132,000 due to a related party (Sponsor) for administrative services and the potential for additional working capital loans.
• Trust Account Composition: Confirm that Trust Account assets remain invested in U.S. government securities or money market funds as required.