Wintergreen Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
Wintergreen Acquisition Corp. (WTG) is a Cayman Islands exempted company and blank check entity formed to effect a business combination. The filing covers the quarterly period ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on May 30, 2025, and entered into a Merger Agreement on November 17, 2025, with KIKA Technology Inc. ("KIKA"). The Company is classified as a shell company, a smaller reporting company, and an emerging growth company.
Key Financial Metrics
| Metric | Q1 2026 (Unaudited) | Q1 2025 (Unaudited) |
|---|---|---|
| Net Income (Loss) | $371,705 | $(75,157) |
| Total Assets | $59,173,424 | N/A |
| Cash and Cash Equivalents | $1,179,430 | $310,419 |
| Trust Account Balance | $57,929,106 | N/A |
| Working Capital | $1,079,980 | N/A |
| Operating Expenses | $137,655 | $75,157 |
| Trust Account Income | $503,470 | $0 |
| Current Liabilities | $164,338 | N/A |
Note: Q1 2025 data reflects the pre-IPO formation period. The IPO occurred in May 2025.
Material Changes vs. Prior Period
- Profitability Shift: The Company transitioned from a net loss of $75,157 in Q1 2025 to a net income of $371,705 in Q1 2026. This reversal is primarily driven by $503,470 in income earned on marketable securities held in the Trust Account, which did not exist in the prior period.
- Asset Growth: Total assets increased significantly to $59.2 million, driven by the Trust Account balance of $57.9 million established following the May 2025 IPO.
- Operating Expenses: Operating expenses increased to $137,655 from $75,157, reflecting the addition of a $30,000 administrative fee payable to a related party and higher formation/operating costs post-IPO.
- Equity Accretion: The Company recorded a non-cash accretion of $2,033,969 to the redemption value of ordinary shares subject to possible redemption, reducing Additional Paid-in Capital.
Outlook, Risks, and Management Commentary
- Proposed Business Combination: The Company has signed a Merger Agreement to acquire KIKA Technology Inc. for a valuation of $80 million. Upon consummation, the Company will change its name to "KIKA Inc." The transaction is subject to shareholder approval and regulatory conditions.
- Liquidity and Going Concern: While the Company has sufficient working capital ($1.08 million) for the next 12 months, management has raised substantial doubt about its ability to continue as a going concern if a business combination is not consummated by the mandatory liquidation date of May 30, 2027.
- Deferred Obligations: The Company owes a deferred underwriting commission of $559,500 plus 55,950 representative shares, payable only upon the successful consummation of a business combination.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata portion of the Trust Account. As of March 31, 2026, 5,595,000 shares are subject to possible redemption with a carrying value of $55,357,018.
Investor Verification Checklist
- Merger Status: Verify the current status of the KIKA Technology Inc. merger agreement and any conditions precedent that may have changed since the November 2025 announcement.
- Trust Account Yield: Monitor the interest rate environment and the yield on Trust Account securities, as this is the primary driver of current net income.
- Redemption Risk: Assess the likelihood of significant shareholder redemptions prior to the business combination, which could impact the net tangible assets required to close the deal ($5,000,001 threshold).
- Extension Options: Review the Company's ability to extend the combination period beyond the initial 15 months (up to 24 months total) and the associated costs or shareholder votes required.
- Related Party Fees: Confirm the ongoing accrual of the $10,000 monthly administrative fee to the Sponsor and its impact on working capital.