Wintergreen Acquisition Corp Unit(WTGUU) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements 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 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 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 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] Condensed Statement of Cash Flows 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) 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][24] - 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][33] - On July 13, 2025, the unexercised portion of the over-allotment option expired, resulting in the forfeiture of 38,750 ordinary shares[106] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - 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] - 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] Quantitative and Qualitative Disclosure about Market Risks 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] Controls and Procedures 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] - No material changes were made to the internal control over financial reporting during the most recent fiscal quarter[142] PART II. OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None[144] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - A simultaneous private placement of 253,875 units to the Sponsor at $10.00 per unit generated gross proceeds of $2,538,750[148] - A total of $56,089,875 from the IPO and private placement was deposited into a trust account[149] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[152] Mine Safety Disclosures The company reports no mine safety disclosures - None[153] Other Information The company reports no other information - None[154] Exhibits This section lists the exhibits filed with the report, including officer certifications and XBRL data files