Wintergreen Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Wintergreen Acquisition Corp. is a Cayman Islands exempted company formed as a blank check company for the purpose of effecting a business combination. The reporting period covers the six months ended June 30, 2025. The Company consummated its Initial Public Offering (IPO) on May 30, 2025, and has not yet commenced any operations other than organizational activities and the search for a target business.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2025 | Three Months Ended June 30, 2025 |
|---|---|---|
| Net Income | $38,152 | $113,309 |
| Total Assets | $57,751,032 | N/A |
| Cash and Cash Equivalents | $1,450,158 | N/A |
| Marketable Securities (Trust Account) | $56,293,697 | N/A |
| Working Capital | $1,393,432 | N/A |
| Total Liabilities | $63,903 | N/A |
| Ordinary Shares Subject to Redemption | $48,848,764 | N/A |
| Operating Expenses | $159,770 | $84,613 |
| Income from Trust Account | $203,822 | $203,822 |
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO shell to a public entity. Total assets increased from $489,701 as of December 31, 2024, to $57,751,032 as of June 30, 2025, driven by the IPO and partial exercise of the over-allotment option.
- Trust Account: $56,089,875 was deposited into the Trust Account following the IPO, compared to $0 in the prior period. This balance grew to $56,293,697 due to interest income.
- Liabilities: Current liabilities decreased from $475,000 (primarily a promissory note to the Sponsor) to $63,903 after the note was repaid from IPO proceeds. A new over-allotment liability of $47,200 was recognized.
- Equity: Shareholders' equity increased significantly to $8,838,365, reflecting the issuance of public units, private placement units, and representative shares.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 15 months from the IPO closing (May 30, 2025) to complete a business combination, with the possibility of extending up to 24 months via shareholder vote.
- Liquidity: Management believes the $1.45 million in cash outside the Trust Account is sufficient for working capital needs for at least one year. However, the filing notes that if the Company cannot complete a business combination, it will liquidate.
- Going Concern: While the Company has sufficient funds for the next 12 months, management notes that the uncertainty of completing a business combination raises substantial doubt about its ability to continue as a going concern beyond the combination period.
- Risks: Key risks include the failure to identify a suitable target, the inability to consummate a transaction within the required timeframe, and the potential for public shareholders to redeem shares, which could reduce the funds available for the transaction.
- Subsequent Events: On July 13, 2025, the remaining unexercised over-allotment option expired, resulting in the forfeiture of 38,750 ordinary shares.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of the Trust Account ($56.29M) and the per-share redemption value, which includes accrued interest.
- Redemption Rights: Confirm the specific terms under which public shareholders can redeem their shares, including the deadline for the initial business combination.
- Deferred Underwriting Commission: Note the obligation to pay $559,500 in cash and issue 55,950 shares upon consummation of a business combination.
- Over-Allotment Status: Confirm that the remaining over-allotment option has expired and the associated shares have been forfeited as disclosed in subsequent events.
- Related Party Transactions: Review the administrative fee agreement ($10,000/month) with the Sponsor and the status of any working capital loans.