Financial Performance and Proceeds - 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]. - 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]. - An additional 595,000 units were sold through an over-allotment option, generating gross proceeds of $5,950,000[24]. - 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 recorded a net income of $988,403 for the year ended December 31, 2025, primarily from interest income and a gain from the change in fair value of the over-allotment liability[123]. - Cash used in operating activities for the year ended December 31, 2025, was $274,011, while cash provided by financing activities was $57,199,177[124]. - The company has no revenue and has incurred losses since inception, relying on working capital from the IPO and loans from the Sponsor[118]. 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 company placed $55,950,000 from the IPO proceeds into a trust account, which will not be released until the completion of the initial Business Combination[27]. - The company intends to focus on target businesses in Asia, particularly private companies with compelling economics and clear paths to positive operating cash flow[42]. - The management team aims to enhance shareholder value by improving operational efficiency and pursuing organic revenue growth and acquisitions[45]. - 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 a 15-month period from the IPO closing to complete an initial business combination, extendable up to 24 months with specific financial deposits required[48]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account assets[49]. Regulatory and Operational Risks - The company faces significant regulatory, liquidity, and enforcement risks when initiating a business combination with a target company operating in China[73]. - The company may face challenges in acquiring businesses outside of China due to regulatory scrutiny and potential restrictions from the U.S. government[81]. - The Chinese government may exert more oversight over foreign investments and offerings, impacting the company's ability to operate and offer securities[80]. - The company may not be able to enforce legal rights in China, which could adversely affect its operations and financial condition[79]. - The company may face regulatory uncertainties in China that could restrict its ability to adopt equity compensation plans[86]. - The inability of the PCAOB to inspect auditors may lead to the delisting of the company's securities from Nasdaq, adversely affecting investment value[86]. - Heightened international tensions, particularly between the U.S. and China, may adversely impact the company's financial condition and operations[16]. Shareholder Considerations - Public shareholders will have the opportunity to redeem shares at an estimated 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, potentially leading to a situation where a majority do not support it[75]. - If the company fails to complete its initial business combination, public shareholders may only receive approximately $10.025 per share upon redemption[82]. - The company may issue additional shares to complete its business combination, which could dilute existing shareholders' interests[77]. - The company has three holders of record for its ordinary shares, indicating limited shareholder distribution[101]. Management and Governance - The management team has decades of experience in mergers and acquisitions, which is expected to be critical in identifying attractive acquisition opportunities[41]. - The company’s Chief Executive Officer, Yongfang Yao, has extensive experience in the virtual reality industry and has authored a recognized book in the field[153]. - 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 tasked with reviewing and approving compensation policies for executive officers and producing an annual report on executive compensation[185]. - 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, relying instead on independent directors to recommend nominees[181]. - No cash compensation has been provided to executive officers or directors prior to the completion of the initial business combination, with only reimbursements for out-of-pocket expenses being allowed[170]. Conflicts of Interest - The management team may have conflicts of interest due to their involvement in other business endeavors[196]. - Conflicts of interest may arise as officers and directors have fiduciary obligations to other entities[215]. - There are no formal policies in place for vetting potential conflicts of interest, but the board will review any potential conflicts on a case-by-case basis[189]. Future Financial Obligations - The company is obligated to pay a deferred underwriting commission of $559,500 upon the consummation of a business combination[131]. - The company expects to incur significant costs in pursuing acquisition plans and will use funds from the Trust Account for business combination expenses[125]. - The company has elected to recognize changes in the redemption value of shares as a charge against retained earnings over an expected 15-month period[137]. - The company may receive loans up to $1,500,000 from the Sponsor or affiliates, which can be convertible into units at $10.00 per unit upon the initial business combination[217].

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]

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 proceed with 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 aggregate segment items for fiscal years beginning after December 15, 2023[134]. - ASU 2023-09 mandates incremental income tax information disclosures effective for fiscal years starting 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 for annual periods beginning after December 15, 2026[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].

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check company, completed its Initial Public Offering (IPO) on May 30, 2025. As of June 30, 2025, it holds $56.3 million in marketable securities in a trust account. For the six months ended June 30, 2025, the company reported a net income of $38,152, primarily from interest earned on trust account assets, offset by operating costs. The financial statements reflect the initial capitalization, offering costs, and the classification of public shares as redeemable temporary equity [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of $57.8 million, a significant increase from $0.49 million at year-end 2024, primarily due to the IPO proceeds held in the Trust Account ($56.3 million). Total liabilities were minimal at $63,903, while ordinary shares subject to possible redemption were valued at $48.8 million, resulting in a total shareholders' equity of $8.8 million Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,450,158 | $489,701 | | Marketable securities held in Trust Account | $56,293,697 | - | | **Total Assets** | **$57,751,032** | **$489,701** | | **Liabilities & Equity** | | | | Total Liabilities | $63,903 | $475,000 | | Ordinary shares subject to possible redemption | $48,848,764 | - | | Total Shareholders' Equity | $8,838,365 | $14,701 | [Condensed Statement of Operations and Comprehensive Income](index=4&type=section&id=Condensed%20Statement%20of%20Operations%20and%20Comprehensive%20Income) For the six months ended June 30, 2025, the company generated a net income of $38,152. This was driven by $203,822 in income from marketable securities in the Trust Account, which offset total operating expenses of $159,770. For the second quarter of 2025, net income was $113,309. No operations or revenue were generated since the company is in its pre-business combination stage Statement of Operations Summary (Unaudited) | Item | Six Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2025 ($) | | :--- | :--- | :--- | | Total operating expenses | ($159,770) | ($84,613) | | Income earned on marketable securities held in Trust Account | $203,822 | $203,822 | | **Net income** | **$38,152** | **$113,309** | [Condensed Statement of Changes in Shareholder's Equity](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholder%27s%20Equity) Shareholder's equity increased from $14,701 at the start of 2025 to $8.84 million by June 30, 2025. The increase was primarily driven by proceeds from the sale of private placement shares ($2.54 million), proceeds allocated to public rights ($6.46 million), and the issuance of representative shares ($0.49 million), partially offset by offering costs and accretion of redeemable shares - Shareholder's equity grew significantly due to capital raising activities related to the IPO, including the sale of **253,875 private placement shares** for **$2,538,750** and the allocation of **$6,461,922** in proceeds to Public Rights[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by financing activities was $57.2 million, mainly from IPO and private placement proceeds. Net cash used in investing activities was $56.1 million for the purchase of investments held in the Trust Account. Operating activities used $148,844. The company's cash balance increased from $489,701 to $1,450,158 Cash Flow Summary for Six Months Ended June 30, 2025 (Unaudited) | Activity | Net Cash Flow ($) | | :--- | :--- | | Net Cash Used in Operating Activities | ($148,844) | | Net Cash Used in Investing Activities | ($56,089,875) | | Net Cash Provided by Financing Activities | $57,199,176 | | **Net Change in Cash** | **$960,457** | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) The notes detail the company's formation as a blank check company, its IPO on May 30, 2025, and related transactions. Key accounting policies include treating public shares as temporary equity and valuing the over-allotment option as a liability. The company has a 15-month period to complete a business combination. Related party transactions involve the sponsor, including founder shares and a promissory note. A subsequent event notes the expiration of the underwriter's over-allotment option on July 13, 2025 - The company is a blank check company formed to effect a business combination and has not yet selected a target. Its activities to date have been organizational and related to its IPO[23](index=23&type=chunk)[24](index=24&type=chunk) - The company has **15 months** from the IPO closing (with possible extensions) to complete a business combination, or it will be required to liquidate and redeem public shares[30](index=30&type=chunk)[33](index=33&type=chunk) - On July 13, 2025, the unexercised portion of the over-allotment option expired, resulting in the forfeiture of **38,750 ordinary shares**[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Statements) Management discusses the company's status as a newly formed blank check company with no operations or revenue. The analysis covers the results of operations, which show a net income of $38,152 for the first six months of 2025 from interest on trust assets. The discussion on liquidity highlights the $1.45 million in operating cash and $56.3 million in the trust account. Management has determined that there is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the required timeframe - The company is a blank check company incorporated on April 29, 2024, for the purpose of effecting a business combination[109](index=109&type=chunk) - For the six months ended June 30, 2025, the company had a net income of **$38,152**, derived from interest income on trust account assets, as it has not yet commenced operations[115](index=115&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern due to the risk of not completing a business combination within the permitted period[122](index=122&type=chunk) [Quantitative and Qualitative Disclosure about Market Risks](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risks) The company is a smaller reporting company and is not required to provide the information requested under this item - As a smaller reporting company, disclosures under this item are not required[139](index=139&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025. There were no material changes in the company's internal control over financial reporting during the most recent fiscal quarter - The company's Certifying Officers concluded that disclosure controls and procedures were **effective** as of June 30, 2025[140](index=140&type=chunk) - No material changes were made to the internal control over financial reporting during the most recent fiscal quarter[142](index=142&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[144](index=144&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's registration statements and annual report - No material changes to previously disclosed risk factors have occurred as of the date of this report[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO on May 30, 2025, which raised gross proceeds of $55.95 million from the sale of 5,595,000 units (including a partial exercise of the over-allotment option). Simultaneously, a private placement of 253,875 units to the Sponsor generated $2.54 million. A total of $56.09 million from these proceeds was deposited into the trust account - On May 30, 2025, the company consummated its IPO, selling **5,595,000 units** (including **595,000** from the over-allotment option) at **$10.00 per unit**, generating gross proceeds of **$55,950,000**[147](index=147&type=chunk) - A simultaneous private placement of **253,875 units** to the Sponsor at **$10.00 per unit** generated gross proceeds of **$2,538,750**[148](index=148&type=chunk) - A total of **$56,089,875** from the IPO and private placement was deposited into a trust account[149](index=149&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[152](index=152&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[153](index=153&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[154](index=154&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including officer certifications and XBRL data files

Group 1 - Wintergreen Acquisition Corp. will allow holders of its 5,595,000 units from the initial public offering to separately trade ordinary shares and rights starting July 21, 2025 [1] - Each right entitles the holder to receive one-eighth of one ordinary share upon the completion of the company's initial business combination [1] - The ordinary shares and rights will trade on the Nasdaq Capital Market under the symbols "WTG" and "WTGUR," respectively, while units not separated will continue to trade under "WTGUU" [1] Group 2 - Wintergreen Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aiming to effect a merger, share exchange, asset acquisition, or similar business combination [2] - The company intends to focus its search for target businesses within the technology, media, and telecommunications sectors [2]

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 Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, 90 Jiukeshu West Road, Tongzhou District, Beijing, PRC (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 ...

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 ...