10-Q: Wintergreen Acquisition Corp. Reports Q2 2025 Financials Post-IPO, Focuses on Business Combination Search

Wintergreen Acquisition Corp., a blank check company, reported its financial results for the second quarter ended June 30, 2025, following its Initial Public Offering in May 2025, with a significant trust account balance and ongoing efforts to identify a business combination target.

Summary

• Wintergreen Acquisition Corp. was incorporated on April 29, 2024, as a blank check company to effect a business combination.
• The company consummated its Initial Public Offering (IPO) on May 30, 2025, selling 5,000,000 units at $10.00 per unit, generating gross proceeds of $50,000,000.
• An over-allotment option was partially exercised on May 29, 2025, for an additional 595,000 units, generating $5,950,000.
• Simultaneously with the IPO, a private placement of 253,875 units to the Sponsor at $10.00 per unit generated gross proceeds of $2,538,750.
• Total gross proceeds from the IPO and private placement amounted to $58,488,750.
• Offering costs totaled $1,308,056, including $559,500 in cash underwriting commissions, $493,482 in representative shares, and $255,074 in other offering costs.
• As of June 30, 2025, $56,293,697 was held in the Trust Account, invested in U.S. government securities or money market funds.
• The company reported a net income of $38,152 for the six months ended June 30, 2025, and $113,309 for the three months ended June 30, 2025.
• Income earned on marketable securities held in the Trust Account was $203,822 for the six and three months ended June 30, 2025.
• Operating expenses for the six months ended June 30, 2025, were $159,770, and $84,613 for the three months ended June 30, 2025.
• Cash balance as of June 30, 2025, was $1,450,158, with working capital of $1,393,432.
• The company has 15 months from the IPO closing (or up to 24 months with extensions) to complete a business combination, by August 30, 2026, or up to May 30, 2027.
• As of June 30, 2025, there were 1,747,325 ordinary shares issued and outstanding, excluding 5,595,000 ordinary shares subject to possible redemption.
• The company has not yet commenced any operations or identified a business combination target.
• Management has determined that conditions raise substantial doubt about the company's ability to continue as a going concern due to the uncertainty of completing a business combination within the required timeframe.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the company successfully completed its IPO and has a substantial trust account, it is still in the early stages of its lifecycle as a SPAC, with no operations and an inherent 'going concern' risk until a business combination is completed. The financial results are as expected for a pre-combination SPAC, showing income from trust account interest offsetting operational expenses.

Positives

• Successfully completed its Initial Public Offering (IPO) and private placement, raising significant capital.
• A substantial amount of funds, $56,293,697, is held in the Trust Account, providing a strong base for a future business combination.
• Generated non-operating income of $203,822 from marketable securities held in the Trust Account for the six months ended June 30, 2025.
• Reported a net income of $38,152 for the six months ended June 30, 2025, primarily due to interest income from the Trust Account.
• Maintains a healthy cash balance of $1,450,158 and working capital of $1,393,432 for operational needs outside the Trust Account.

Negatives

• The company has not yet commenced any operations and has no operating revenues.
• Management has identified conditions that raise substantial doubt about the company's ability to continue as a going concern due to the uncertainty of completing a business combination within the specified timeframe.
• Incurred operating expenses of $159,770 for the six months ended June 30, 2025, without generating operating revenue.
• A loss of $7,300 was recorded from the change in fair value of the over-allotment liability.
• The company is reliant on its Sponsor, officers, and directors for potential working capital loans if needed to finance transaction costs for a business combination.

Risks

• Failure to complete an initial business combination within the Combination Period (15 months from IPO, or up to 24 months with extensions) would lead to liquidation and redemption of public shares, with warrants expiring worthless.
• Proceeds deposited in the Trust Account could become subject to claims of the company's creditors, which could have priority over public shareholders' claims.
• The Sponsor's liability for third-party claims against the Trust Account is limited and does not apply if a third party executed a waiver or for claims under the company's indemnity of underwriters.
• The company may have insufficient funds to operate its business prior to an initial business combination if estimates of due diligence and negotiation costs are less than actual amounts, or if interest from the Trust Account is lower than expected.
• The company may need to obtain additional financing (issuing securities or incurring debt) to consummate a business combination or if a significant number of public shares are redeemed.
• The rights included in the units may expire worthless if the company fails to complete a business combination within the required timeframe, as holders of rights will not receive any funds from the Trust Account or distributions from assets outside the Trust Account.

Future Outlook

The company's primary future outlook is to identify and complete an initial business combination with one or more target businesses. It intends to use the net proceeds from the IPO and private placement, including funds in the Trust Account, for this purpose and related expenses. The company expects to incur increased expenses as a public company and for due diligence in pursuit of an acquisition. It may need additional financing to consummate a business combination or if a significant number of public shares are redeemed.

Management Comments

• We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO.
• We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.
• We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
• Management has determined that conditions raise substantial doubt about our ability to continue as a going concern due to the uncertainty of completing a business combination within the Combination Period.

Industry Context

Wintergreen Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC), a common vehicle in the financial industry designed to raise capital through an IPO with the sole purpose of acquiring an existing private company. The current market for SPACs is dynamic, influenced by regulatory scrutiny, investor sentiment, and the availability of suitable private targets. The company's financial performance, primarily driven by interest income from its trust account, is typical for a SPAC in its pre-combination phase. The stated 'going concern' risk is inherent to SPACs, as their existence is contingent on completing a qualifying business combination within a defined timeframe.

Comparison to Industry Standards

• The company's structure, including the $10.00 per unit IPO price and the placement of proceeds into a trust account, aligns with standard SPAC practices.
• The requirement for a target business to have an aggregate fair market value of at least 80% of the assets held in the Trust Account is a common industry standard for SPACs.
• The investment of trust account funds in U.S. government securities or money market funds with short maturities (185 days or less) is a standard conservative approach to preserve capital while seeking a business combination.
• The 15-month combination period (with potential extensions up to 24 months) is within the typical range for SPACs, though some have longer or shorter deadlines.
• The deferred underwriting commission structure (1.0% paid in cash and 55,950 representative shares upon business combination) is a common compensation model for underwriters in SPAC IPOs.
• The 'going concern' disclosure is a standard and necessary disclosure for SPACs that have not yet completed a business combination, reflecting the inherent uncertainty of their operational model, similar to other pre-revenue SPACs like those that have recently IPO'd such as 'Acme Acquisition Corp.' or 'Global Growth SPAC I'.

Related Party Transactions

• MACRO DREAM Holdings Limited, the Sponsor, acquired 1,437,500 ordinary shares (Founder shares) for $25,000 on December 27, 2024, with some shares subject to forfeiture.
• The company issued a promissory note to the Sponsor for up to $475,000 for IPO expenses, which was fully repaid after the IPO.
• The Sponsor, officers, and directors may provide working capital loans of up to $1,500,000, convertible into units, to finance transaction costs for an initial Business Combination; no such loans were outstanding as of June 30, 2025.
• The company pays an affiliate of the Sponsor $10,000 per month for office space, utilities, and administrative support, accruing $10,333 for the six and three months ended June 30, 2025.

Stakeholder Impact

• Shareholders: Public shareholders have redemption rights for a pro rata portion of the Trust Account, but rights holders will receive no funds if a business combination is not completed. Founder shares are subject to transfer restrictions and waiver of redemption/liquidation rights.
• Underwriters: Entitled to deferred underwriting commissions (cash and representative shares) upon business combination, but waive rights if no combination is completed.
• Creditors: Claims of creditors could potentially have priority over public shareholders' claims on the Trust Account in certain liquidation scenarios.
• Employees: No direct impact mentioned as the company has no operations or employees beyond management.

Next Steps

• Identify and evaluate prospective acquisition candidates for a business combination.
• Perform in-depth due diligence on prospective target businesses.
• Negotiate and consummate a business combination within the Combination Period (by August 30, 2026, or up to May 30, 2027, with extensions).
• Repay deferred underwriting commissions and issue representative shares upon consummation of a Business Combination.
• Potentially raise additional financing if needed to complete a business combination or cover redemptions.

Key Dates

Keywords

SPAC, Special Purpose Acquisition Company, Blank Check Company, IPO, Initial Public Offering, Business Combination, Trust Account, SEC Filing, 10-Q, Financial Report, Corporate Governance, Risk Factors, Public Shares, Private Placement, Underwriting, Redemption Rights, Going Concern