WTG

Business Context and Reporting Period

Company: Wintergreen Acquisition Corp. (WTG)

Reporting Period: Year ended December 31, 2025

Business Type: Cayman Islands exempted company (SPAC) formed to effect a business combination with one or more target businesses, primarily in Asia.

Current Status: The Company consummated its Initial Public Offering (IPO) on May 30, 2025. On November 17, 2025, it entered into a Merger Agreement to combine with KIKA Technology Inc., an AdTech provider. The Company has not commenced operations and has generated no operating revenues to date.

Key Financial Metrics

Revenue: $0 (No operating revenues generated).

Operating Expenses: $403,821 (Consisting of formation/operating costs and administrative fees).

Other Income: $1,392,224 (Primarily $1,335,761 from interest on Trust Account securities).

Material Changes vs. Prior Period

• Capitalization: The Company transitioned from a pre-IPO entity with $489,701 in total assets (Dec 31, 2024) to a public company with $58.8 million in assets following the May 2025 IPO and partial over-allotment exercise.
• Profitability: Shifted from a net loss of $10,299 in 2024 to a net income of $988,403 in 2025, driven by interest income on the Trust Account.
• Share Structure: Issued 5,595,000 public units and 253,875 private placement units. 38,750 Founder Shares were forfeited upon the expiration of the unexercised portion of the over-allotment option.
• Strategic Development: Entered into a definitive Merger Agreement with KIKA Technology Inc. in November 2025, valuing the target at $80,000,000.

Guidance, Outlook, Risks, and Contingencies

Proposed Business Combination: The Company intends to merge with KIKA Technology Inc. Upon closing, Wintergreen will be renamed "KIKA Inc." The transaction values KIKA at $80 million, with KIKA shareholders receiving approximately 7,980,050 shares of Wintergreen. Closing is subject to SEC approval of the Proxy/Registration Statement, shareholder approvals, and the Company retaining at least $5,000,001 in net tangible assets.

Liquidity and Going Concern: Management has determined that the mandatory liquidation requirement (if no business combination is consummated by May 30, 2027) raises substantial doubt about the Company's ability to continue as a going concern. The Company has sufficient working capital ($1.3 million) for operations for at least one year from the filing date.

Key Risks:

• China Regulatory Risk: Significant risks related to acquiring and operating a business in China, including potential government intervention, data security regulations, and enforcement uncertainties.
• Redemption Risk: Public shareholders may redeem shares, potentially reducing funds available for the transaction.
• Extension: The Company may extend the time to complete a business combination up to nine times (one month each) if the Sponsor deposits $184,635 per month into the Trust Account.
• Conflicts of Interest: Directors and officers have fiduciary duties to other entities, including another SPAC (Future Vision II Acquisition Corp.), which may present conflicts in selecting targets.

Investor Verification Checklist

• Merger Agreement Status: Verify the current status of the Merger Agreement with KIKA Technology Inc. and any conditions precedent that remain unmet.
• Trust Account Balance: Confirm the current per-share redemption value in the Trust Account, which was approximately $10.26 per share as of Dec 31, 2025 ($57,425,636 / 5,595,000 shares).
• Going Concern Assessment: Review the auditor's report noting substantial doubt regarding the Company's ability to continue as a going concern absent a business combination.
• Related Party Transactions: Verify the $71,667 accrued administrative fee owed to the Sponsor and the terms of the $10,000/month service agreement.
• Regulatory Approvals: Monitor for SEC effectiveness of the Proxy/Registration Statement required for the KIKA merger.