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].
Wintergreen Acquisition Corp(WTG) - 2025 Q4 - Annual Report