Business Context and Reporting Period
Company: Wintergreen Acquisition Corp. (SPAC), a Cayman Islands exempted company.
Reporting Date: November 17, 2025.
Event: Entry into a Material Definitive Agreement (Merger Agreement) with KIKA Technology INC. ("KIKA").
Transaction Structure: A wholly-owned subsidiary of the SPAC (Merger Sub) will merge with and into KIKA. KIKA will survive as a wholly-owned subsidiary of the Company. The Company will change its name to "KIKA Inc." upon closing.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific financial performance metrics (revenue, profit, cash flow, margins, or debt levels) for either Wintergreen Acquisition Corp. or KIKA Technology INC.
Net Tangible Asset Requirement: A condition to closing is that the Company must have at least $5,000,001 in net tangible assets immediately after the Closing.
Consideration: KIKA shareholders will receive ordinary shares of the Company (Consideration Shares). The number of shares is calculated as the Valuation of KIKA divided by the SPAC Per Share Redemption Price, rounded up to the nearest whole share.
Material Changes and Transaction Details
- Expected Closing: First half of 2026, subject to satisfaction of conditions.
- Conditions to Closing:
- Shareholder approval from both the Company and KIKA.
- Effectiveness of the Form S-4 registration statement.
- Required governmental approvals.
- Absence of legal injunctions.
- Meeting the $5,000,001 net tangible asset threshold.
- No material adverse effect on either party.
- Termination Provisions: The agreement may be terminated by mutual consent, failure to close by the Outside Closing Date, governmental injunction, material breach by either party, or failure to obtain shareholder approvals. No termination fees are specified.
Guidance, Outlook, and Risks
Outlook: Management intends to consummate the transaction in the first half of 2026. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Related Agreements:
- Lock-Up Agreement: KIKA shareholders are restricted from transferring Consideration Shares for six months post-closing.
- Non-Compete/Non-Solicit: A two-year restriction applies to KIKA shareholders regarding competing businesses in the Cayman Islands, British Virgin Islands, and Hong Kong.
Risks and Contingencies:
- Transaction is contingent on shareholder votes and SEC effectiveness of the proxy statement.
- Representations and warranties are subject to materiality qualifications and a "Company Material Adverse Effect" definition that excludes general economic conditions and industry-wide impacts.
- Forward-looking statements are included with standard disclaimers regarding accuracy and completeness.
Investor Verification Checklist
- Verify the final valuation of KIKA and the resulting number of Consideration Shares to be issued.
- Confirm the exact "SPAC Per Share Redemption Price" to calculate the exchange ratio.
- Monitor the filing and effectiveness of the Form S-4 proxy statement/prospectus for detailed financial data and risk factors.
- Track shareholder voting results for both Wintergreen Acquisition Corp. and KIKA.
- Confirm the Company's ability to meet the $5,000,001 net tangible asset requirement post-closing.