SCHEDULE 13D: MACRO DREAM Holdings Discloses 22.63% Stake in Wintergreen Acquisition Corp. Following IPO

MACRO DREAM Holdings Limited, the sponsor of Wintergreen Acquisition Corp., has filed a Schedule 13D disclosing its beneficial ownership of 22.63% of the blank check company's Ordinary Shares following its initial public offering.

Summary

• MACRO DREAM Holdings Limited (the "Reporting Person" or "Sponsor") has filed a Schedule 13D, reporting beneficial ownership of 1,652,625 Ordinary Shares of Wintergreen Acquisition Corp. (the "Issuer").
• This ownership represents approximately 22.63% of the Issuer's 7,303,575 Ordinary Shares outstanding immediately after the IPO Closing Date and the partial exercise of the underwriters' over-allotment option.
• The shares consist of 1,398,750 founder shares and 253,875 Ordinary Shares underlying Placement Units.
• The founder shares were initially acquired on December 27, 2024, for an aggregate purchase price of $25,000; 38,750 founder shares were forfeited due to the partial exercise of the over-allotment option.
• The Placement Units were acquired on May 30, 2025, for an aggregate purchase price of $2,519,370 ($10.00 per unit), with 244,500 units purchased at IPO closing and an additional 9,375 units purchased in connection with the partial over-allotment exercise.
• Yongfang Yao, the sole director of the Sponsor, also serves as the Chief Executive Officer and Chairman of the Board of the Issuer, and has sole voting and dispositive power over the beneficially owned shares.
• The Reporting Person acquired these shares for investment purposes, serving as the sponsor of the Issuer, which is a blank check company formed to effect a business combination.

Sentiment

Score: 6

Explanation: The document is primarily a factual disclosure of ownership and related agreements for a SPAC sponsor. The significant stake and commitments from the sponsor are positive for the SPAC's stability and alignment of interests, but the inherent risks of a blank check company remain, leading to a moderately positive but neutral overall sentiment.

Positives

• MACRO DREAM Holdings Limited, as the Sponsor, holds a significant 22.63% stake in Wintergreen Acquisition Corp., indicating strong alignment of interests.
• The Sponsor has committed to voting its founder shares and any public shares in favor of the Issuer's initial business combination, providing stability for future strategic moves.
• The Sponsor has agreed to waive its redemption rights with respect to its founder shares and public shares upon completion of a business combination, and its rights to liquidating distributions from the trust account if a business combination is not completed, demonstrating long-term commitment.
• The acquisition of Placement Units at $10.00 per unit, consistent with the IPO price, shows continued investment and confidence from the Sponsor.

Negatives

• The Sponsor forfeited 38,750 founder shares due to the partial exercise of the underwriters' over-allotment option, which slightly reduced their initial founder share allocation.
• As a blank check company, Wintergreen Acquisition Corp. faces inherent uncertainty regarding its ability to identify and successfully complete an initial business combination within the prescribed timeframe.

Risks

• The Issuer is a blank check company, meaning its success is contingent upon identifying and completing a suitable business combination, which carries inherent risks and uncertainties.
• The Sponsor's investment is subject to the successful consummation of an initial business combination, and failure to do so could impact the value of its holdings.
• Founder shares and Placement Units are subject to transfer restrictions, limiting the Sponsor's liquidity until after the completion of an initial business combination.

Future Outlook

The Reporting Person intends to continuously review its investment in the Issuer. Depending on various factors, including the Issuer's financial position, strategic direction, the outcome of its search for an initial business combination, market conditions, and other investment opportunities, the Reporting Person may purchase additional securities, dispose of existing holdings, or otherwise change its investment intentions. The Sponsor may also engage in discussions with management, the board, and other shareholders regarding the Issuer's business, operations, board composition, management, strategy, and future plans.

Management Comments

• Yongfang Yao, as the sole director of MACRO DREAM Holdings Limited, has sole voting and investment discretion over the securities held by the Reporting Person.
• Mr. Yao also serves as the Chief Executive Officer and Chairman of the Board of Wintergreen Acquisition Corp.

Industry Context

This filing pertains to Wintergreen Acquisition Corp., a Special Purpose Acquisition Company (SPAC), also known as a blank check company. SPACs are formed to raise capital through an initial public offering (IPO) with the sole purpose of acquiring an existing private company, thereby taking it public. The sponsor, MACRO DREAM Holdings Limited, plays a crucial role in identifying and executing this business combination. The filing details the sponsor's initial ownership structure and commitments post-IPO, which is a standard disclosure for newly public SPACs.

Corporate Governance

Related Party Transactions

• MACRO DREAM Holdings Limited (Sponsor) purchased 1,437,500 founder shares from Wintergreen Acquisition Corp. for an aggregate purchase price of $25,000 on December 27, 2024.
• MACRO DREAM Holdings Limited (Sponsor) purchased 244,500 Placement Units from Wintergreen Acquisition Corp. for $2,445,000 on May 30, 2025, simultaneously with the IPO closing.
• MACRO DREAM Holdings Limited (Sponsor) purchased an additional 9,375 Placement Units from Wintergreen Acquisition Corp. for $74,370 on May 30, 2025, in connection with the partial exercise of the underwriters' over-allotment option.

Stakeholder Impact

• Shareholders: The significant ownership stake (22.63%) and explicit commitments from the Sponsor (MACRO DREAM Holdings Limited) to vote in favor of a business combination and waive redemption rights provide a strong alignment of interests and a degree of stability for public shareholders.
• Employees: While not directly addressed, the successful completion of a business combination, which the Sponsor is committed to, would lead to the formation of a combined operating company, potentially impacting future employment opportunities and organizational structure.
• Customers/Suppliers: The document does not directly impact customers or suppliers, as Wintergreen Acquisition Corp. is a blank check company with no current operations. Any impact would arise post-business combination.
• Creditors: The document does not directly impact creditors. The Sponsor's commitment to the trust account and waiver of liquidation rights for certain shares if a business combination is not completed helps protect the capital held for potential redemptions or a business combination.
• Management/Board: Yongfang Yao's dual role as CEO/Chairman of the Issuer and sole director of the Sponsor ensures strong alignment and control over the Issuer's strategic direction and search for a business combination.

Next Steps

• The Issuer's primary next step is to search for and effect an initial business combination with one or more businesses.
• The Reporting Person will continue to review its investment in the Issuer on an ongoing basis.
• The Reporting Person may engage in discussions with the Issuer's management, board of directors, and other shareholders regarding the company's business, operations, and strategic plans.

Key Dates

Recommendation

Keywords

Wintergreen Acquisition Corp., MACRO DREAM Holdings Limited, Schedule 13D, SPAC, Special Purpose Acquisition Company, Ordinary Shares, Beneficial Ownership, IPO, Initial Public Offering, Founder Shares, Placement Units, Yongfang Yao, Investment Holding Company, Business Combination