Business Context and Reporting Period
Company: Wintergreen Acquisition Corp. (WTG)
Reporting Period: Quarter ended September 30, 2025 (Q3 2025)
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 consummated its Initial Public Offering (IPO) on May 30, 2025, and has not yet selected a target business.
Key Financial Metrics
| Metric | Q3 2025 (Three Months) | YTD 2025 (Nine Months) | Balance Sheet (Sep 30, 2025) |
|---|---|---|---|
| Net Income | $566,442 | $604,594 | - |
| Operating Expenses | $71,193 | $230,963 | - |
| Trust Account Balance | - | - | $56,875,827 |
| Cash (Operating) | - | - | $1,439,631 |
| Working Capital | - | - | $1,377,744 |
| Total Liabilities | - | - | $66,274 |
| Shares Outstanding (Non-Redeemable) | 1,708,575 | 1,708,575 | 1,708,575 |
| Shares Subject to Redemption | 5,595,000 | 5,595,000 | 5,595,000 |
Material Changes vs. Prior Period
- Revenue and Income: The company generated no operating revenue. Net income for the nine months ended September 30, 2025, was $604,594, driven primarily by $785,952 in income earned on marketable securities held in the Trust Account and a $39,900 gain from the change in fair value of the over-allotment liability. This contrasts with a net loss of $3,595 for the period from inception (April 29, 2024) through September 30, 2024.
- Capital Structure: Following the IPO on May 30, 2025, the company raised gross proceeds of $55,950,000 (including partial over-allotment exercise). $56,089,875 was deposited into the Trust Account. As of September 30, 2025, the Trust Account balance grew to $56,875,827 due to investment income.
- Over-Allotment: The underwriters partially exercised the over-allotment option on May 29, 2025, purchasing 595,000 units. The remaining option for 155,000 units expired on July 13, 2025, resulting in the forfeiture of 38,750 Founder Shares.
- Liquidity: Cash held outside the Trust Account increased from $489,701 at December 31, 2024, to $1,439,631 at September 30, 2025, following the IPO proceeds.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The company has 15 months from the IPO closing (until August 30, 2026) to complete a business combination. This period may be extended by up to six months (to May 30, 2027) via shareholder vote and deposit of additional funds.
- Going Concern: Management has determined that the company's ability to continue as a going concern is dependent on its ability to complete a business combination. If unsuccessful, the company will liquidate and redeem public shares.
- Deferred Underwriting: A deferred underwriting commission of $559,500 (1.0% of gross proceeds) plus 55,950 representative shares is payable upon the consummation of a business combination.
- Risks: The company has no operations and relies on interest income from the Trust Account. There is no assurance a target will be identified or a combination completed. If the combination fails, public shareholders will receive a pro-rata share of the Trust Account, while rights will expire worthless.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance ($56.9M) versus the initial deposit ($56.1M).
- Redemption Rights: Confirm the specific terms under which public shareholders can redeem shares, particularly regarding amendments to the charter or failure to complete a combination by the deadline.
- Working Capital Sufficiency: Assess if the $1.44M in operating cash is sufficient to cover expenses until the combination deadline or liquidation, noting the reliance on potential loans from the Sponsor.
- Founder Share Forfeiture: Confirm the final count of Founder Shares (1,398,750) following the expiration of the unexercised over-allotment option.
- Deferred Compensation: Note the obligation to pay $559,500 in cash and issue 55,950 shares to underwriters upon a successful business combination.