Company Overview - Wintergreen Acquisition Corp. is a special purpose acquisition company (SPAC) that completed its core event in December 2025 [1] - The company has successfully merged with the health and fitness platform The Beachbody Company Group, LLC, and the merged entity has been renamed BODi [2] Stock Information - The newly formed company BODi is now trading on the New York Stock Exchange under the new ticker symbol "BODY" [2] - As a result of the merger, the stock of Wintergreen Acquisition Corp. has ceased trading, and future events of interest will focus on the newly listed company BODi [3]

IPO and Financial Proceeds - The Initial Public Offering (IPO) generated gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit, with offering costs of $1,308,056[24]. - The total amount placed in the Trust Account after the IPO was $55,950,000, which will not be released until the completion of the initial business combination[27]. - The private placement generated gross proceeds of $2,538,750 from the sale of 253,875 units at $10.00 per unit[25]. - The total net proceeds from the IPO and Private Placement deposited in a trust account amounted to $56,089,875, with a fair value of marketable securities held in the Trust Account at $57,425,636 as of December 31, 2025[107]. - The company incurred total offering costs of $1,308,056 related to the IPO, including $1,052,982 in underwriting commissions[108]. - The company plans to use substantially all net proceeds from the IPO to acquire a target business and cover related expenses, including deferred underwriting commissions of $559,500[125]. Business Combination and Strategy - The proposed business combination values KIKA and its subsidiaries at $80,000,000, with KIKA's outstanding ordinary shares converting into approximately 7,980,050 shares of Wintergreen[31]. - The merger agreement includes customary representations and warranties, with no assurance that the initial business combination will be completed successfully[32]. - The company intends to focus on target businesses in Asia, particularly private companies with strong economics and paths to positive operating cash flow[42]. - The Asian economy is anticipated to enter a new era of growth, driven by private sector expansion and technological innovation, creating potential acquisition opportunities[43]. - Target businesses will be evaluated based on criteria including strong management teams, revenue and earnings growth potential, and the ability to generate strong free cash flow[45]. - The company has not selected specific target businesses for its initial business combination, making it difficult to assess the merits or risks of potential acquisitions[84]. Risks and Challenges - The company is subject to risks associated with early-stage and emerging growth companies, with no prior experience in consummating a business combination for a blank check company[41]. - The company faces significant regulatory, liquidity, and enforcement risks, particularly related to potential operations in China, which could materially affect its operations and the value of its shares[73]. - The company may face challenges in acquiring businesses outside of China due to regulatory scrutiny and potential conflicts of interest from its management team[81]. - The Chinese government may exert more control over foreign investments and offerings, potentially affecting the company's ability to operate profitably and impacting the value of its securities[80]. - The company may not be able to enforce legal rights in jurisdictions outside the U.S., particularly if it acquires a business in China[79]. - The company may face significant risks if it files for bankruptcy, potentially reducing the per-share amount received by shareholders to less than approximately $10.025 per share[16]. - The SEC's new regulations on SPACs could increase costs and extend the timeline for completing the initial business combination[16]. - Heightened international tensions, particularly between the U.S. and China, may adversely impact the company's financial condition and operations[16]. - The company must complete its initial business combination within 15 months from the IPO closing, extendable to 24 months, which may limit due diligence and negotiation leverage with potential target businesses[75]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at an anticipated price of approximately $10.025 per share upon completion of the initial business combination[56]. - Public shareholders may not have the opportunity to vote on the proposed initial business combination, and initial shareholders may vote in favor regardless of public sentiment[75]. - If the company fails to complete its initial business combination, public shareholders may only receive approximately $10.025 per share upon redemption, or potentially less[82]. - The company has 5,595,000 Ordinary Shares sold as part of the Units in the IPO, which contain a redemption feature allowing for redemption in connection with liquidation or shareholder votes[135]. Management and Governance - The management team has extensive experience in mergers and acquisitions, which is expected to aid in identifying attractive acquisition opportunities[41]. - The company currently has two officers and does not plan to hire full-time employees before the initial business combination[60]. - The company has independent directors with experience in acquisitions, divestitures, and corporate strategy, which will benefit potential acquisition evaluations[161]. - The company has established an audit committee consisting of three independent directors: Xiangxiang Wei, Ru Ding, and Caihong Chen, all of whom meet the independence standards under Nasdaq listing requirements[174]. - The compensation committee is also composed of independent directors, with Ru Ding serving as the chairman, ensuring compliance with Nasdaq governance rules[176]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, which is available for review in public filings[186]. - The company does not have a standing nominating committee, but independent directors can recommend nominees for board selection[181]. - The company has a fiduciary duty to act in good faith and in the best interests of the company as a whole[190]. Financial Performance and Projections - The company has generated no revenues to date and does not expect to generate operating revenues until after the completion of a business combination[21]. - For the year ended December 31, 2025, the company recorded a net income of $988,403, primarily from interest income and a gain from the change in fair value of the over-allotment liability[123]. - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and loans from the Sponsor[118]. - As of December 31, 2025, the company had cash of $1,324,992 available for working capital needs and working capital of $1,211,745[128]. - The company must complete a business combination by May 30, 2027, or face mandatory liquidation, raising concerns about its ability to continue as a going concern[128]. Sponsor and Related Party Transactions - The sponsor purchased 1,437,500 founder shares at approximately $0.017 per share, totaling $25,000, representing about 20% of the outstanding shares upon completion of the offering[209]. - The company will reimburse the sponsor for office space and administrative services at a rate of $10,000 per month[203]. - The sponsor and management team have agreed to waive their redemption rights concerning founder shares and placement shares in connection with the initial business combination[196]. - The company may incur up to $1,500,000 in working capital loans from the sponsor, convertible into units at $10.00 per unit[197]. - The company agreed to pay $10,000 per month for administrative services to an affiliate of the Sponsor, ceasing payments upon the completion of the initial business combination[213]. - As of December 31, 2025, the company accrued $71,667 for services provided by the Sponsor, with the amount due to related parties being non-interest bearing and due on demand[214].

Core Viewpoint - Wintergreen Acquisition Corp. (WTGUU) is a special purpose acquisition company (SPAC) that is currently focused on completing its business combination process, which is a key event to watch in the near future [1] Company Project Progress - The primary goal of the SPAC is to find and complete a merger with one or more operating companies within a specified timeframe. Market attention will be on any announcements regarding qualified merger targets, transaction terms, and the progress of the merger. Rumors or official announcements about potential merger candidates could significantly impact stock prices [2] Institutional Holdings Analysis - As of June 30, 2025, the company has a high institutional ownership rate of 66.63%, involving 37 institutional investors, with major holders including Mizuho Securities USA and Wolverine Asset Management. Significant changes in institutional holdings (such as increases or decreases) may reflect market sentiment regarding the merger prospects [3] Policy Regulation - SPACs typically have a final deadline for completing mergers. If a transaction is not completed by this deadline, the SPAC faces liquidation risk and must return funds held in trust accounts to shareholders. Investors should monitor the company's public announcements regarding timelines and potential actions such as extension votes [4] Market Environment - The overall activity level of the SPAC market, changes in regulatory policies, and the success or failure of merger cases among similar companies will indirectly influence investor confidence and valuation expectations for Wintergreen Acquisition Corp. [5]

Core Viewpoint - Wintergreen Acquisition Corp. (WTG.OQ) has shown stable stock performance over the past week, with no significant fluctuations [1] Group 1 - The latest closing price of the stock is maintained at $10.22 [1] - On February 11, there was only 1 share traded, with a transaction amount of $10, resulting in a turnover rate of 0% [1] - Overall trading activity has been extremely light, with no notable impact from the fluctuations in the broader U.S. stock market index [1]

Financial Performance - As of September 30, 2025, the company reported a net income of $604,594, primarily from gains on the change in fair value of over-allotment liability and interest income from marketable securities[117]. - For the three months ended September 30, 2025, the company recorded a net income of $566,442, with operating expenses amounting to $71,193[118]. - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and private placement to fund operations[115]. IPO and Fundraising - The company completed its IPO on May 30, 2025, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit[111]. - An additional 595,000 Units were sold under the over-allotment option, generating gross proceeds of $5.95 million[111]. - The company plans to use the net proceeds from the IPO to acquire target businesses and cover related expenses, including a deferred underwriting commission of $559,500[121]. Financial Position - As of September 30, 2025, the company had cash of $1,439,631 and marketable securities in the Trust Account totaling $56,875,827[120]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025[125][126]. Business Operations - The company must complete a business combination by August 30, 2026, or it will commence voluntary liquidation[124]. - The company has classified its ordinary shares subject to possible redemption as temporary equity, affecting the earnings per share calculations[131]. Regulatory Changes - FASB issued ASU 2023-07 requiring annual and interim disclosures of significant segment expenses and other segment items for public entities, effective after December 15, 2023[134]. - ASU 2023-09 mandates expanded disclosures of income taxes paid and incremental income tax information, effective after December 15, 2024, with early adoption permitted[135]. - ASU 2024-03 requires public entities to disclose detailed expense information for income statement line items, effective after December 15, 2026, allowing for early adoption[136]. - Management believes that the adoption of ASU 2023-09 and ASU 2024-03 will not have a material impact on financial statements and disclosures[135][136]. Market Risk Disclosures - As a smaller reporting company, the entity is not required to make disclosures about market risk[139].

Financial Performance - As of June 30, 2025, the company reported a net income of $38,152 for the six months ended, with operating expenses totaling $159,770 [115]. - Cash used in operating activities for the six months ended June 30, 2025, was $148,844, while cash provided by financing activities was $57,199,176 [118]. - The company has incurred losses since inception and has no revenue, relying on working capital from the IPO and private placement to fund operations [113]. - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising concerns about its ability to continue as a going concern [122]. IPO and Proceeds - The company completed its IPO on May 30, 2025, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit, with additional proceeds of $5.95 million from the over-allotment option [110]. - The company has placed $56,089,875 from the IPO proceeds into a Trust Account for the benefit of public shareholders, which is restricted for use until a business combination is completed [112]. - The company plans to use the net proceeds from the IPO primarily for acquiring target businesses and covering related expenses [119]. Cash and Assets - As of June 30, 2025, the company had cash of $1,450,158 available for working capital needs and marketable securities held in the Trust Account amounting to $56,293,697 [118]. - The company has a deferred underwriting commission obligation of $559,500, which will be paid from the Trust Account upon completion of a business combination [124]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025 [123]. Accounting and Regulatory Matters - The Company classified ordinary shares subject to mandatory redemption as a liability instrument and conditionally redeemable ordinary shares as temporary equity, in accordance with ASC 480 [133]. - The initial carrying value of 5,595,000 ordinary shares classified as temporary equity was allocated to the proceeds as per ASC 470-20, with changes in redemption value recognized over an expected 15-month period [134]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring public entities to disclose significant segment expenses and the title of the chief operating decision maker [135]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates expanded disclosures of income taxes paid, which management believes will not materially impact financial statements [136]. - ASU 2024-03, effective for annual reporting periods beginning after December 15, 2026, requires disclosure of expenses related to inventory purchases, employee compensation, and other items for each income statement line [137]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect financial statements if adopted [138]. - As a smaller reporting company, the Company is not required to make disclosures about market risk [139].

As filed with the U.S. Securities and Exchange Commission on May 16, 2025 Registration No. 333-286795 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WINTERGREEN ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Room 8326, Block B, Hongxiang Cultural and Creat ...

As filed with the U.S. Securities and Exchange Commission on April 28, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WINTERGREEN ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Room 832 ...