10-Q: Wintergreen Acquisition Corp. Reports Q3 2025 Results

Wintergreen Acquisition Corp., a blank check company, reported a net income of $566,442 for Q3 2025, driven by income from marketable securities in its Trust Account, as it continues its search for a business combination.

Summary

• Reported a net income of $566,442 for the three months ended September 30, 2025, and $604,594 for the nine months ended September 30, 2025.
• Cash balance increased to $1,439,631 as of September 30, 2025, from $489,701 at December 31, 2024.
• Marketable securities held in the Trust Account totaled $56,875,827 as of September 30, 2025.
• The company completed its Initial Public Offering (IPO) on May 30, 2025, raising $50,000,000, and a private placement of $2,538,750.
• The over-allotment option was partially exercised, and the remaining portion expired on July 13, 2025, leading to the forfeiture of 38,750 Founder Shares.
• The company is a blank check company with no operations to date, focused on identifying a business combination target by August 30, 2026, or up to May 30, 2027 with extensions.

Sentiment

Score: 6

Explanation: The company successfully completed its IPO and private placement, securing significant funds in its trust account and generating non-operating income. However, it remains a blank check company with no operations, faces a 'going concern' warning, and has a limited timeframe to complete a business combination, which introduces substantial uncertainty.

Positives

• Achieved net income of $566,442 for Q3 2025 and $604,594 for the nine months ended September 30, 2025, a significant improvement from losses in prior periods.
• Generated substantial income from marketable securities held in the Trust Account, totaling $582,130 in Q3 2025 and $785,952 for the nine months ended September 30, 2025.
• Successfully completed its IPO and private placement, securing $55,950,000 in gross proceeds for the Trust Account.
• Maintained a healthy cash balance of $1,439,631 for working capital needs outside the Trust Account.

Negatives

• The company has not yet identified a business combination target and has not commenced any operations, posing a risk to its long-term viability.
• Incurred operating expenses of $71,193 in Q3 2025 and $230,963 for the nine months ended September 30, 2025, without generating operating revenue.
• Management has identified conditions that raise substantial doubt about the company's ability to continue as a going concern if a business combination is not consummated within the Combination Period.
• Public shareholders' rights to funds from the Trust Account are subject to specific conditions and deadlines, with warrants expiring worthless if a business combination is not completed.
• The company is obligated to pay a deferred underwriting commission of $559,500 in cash and issue 55,950 representative shares upon consummation of a Business Combination.

Risks

• Inability to complete a Business Combination successfully within the Combination Period (15 months from IPO closing, or up to 24 months with extensions), which would lead to liquidation and warrants expiring worthless.
• Proceeds deposited in the Trust Account could become subject to claims of creditors, potentially having priority over public shareholders.
• The Sponsor's liability for Trust Account claims is limited and does not apply to all third-party claims or claims under the company's indemnity of underwriters.
• Insufficient funds available to operate the business prior to an initial Business Combination if estimates of costs for due diligence and negotiation are less than actual amounts, or if interest from the Trust Account is lower than expected.
• Need to obtain additional financing to consummate an initial Business Combination or if a significant number of public shares are redeemed.
• The company is an emerging growth company and has elected not to opt out of the extended transition period for new accounting standards, which may make financial statement comparisons difficult.

Future Outlook

The company expects to continue incurring significant costs as a public company and for due diligence in pursuit of a business combination. It will generate non-operating income from interest on cash and cash equivalents. The primary goal is to complete an initial business combination, using IPO and private placement proceeds, or potentially additional financing, to acquire a target business.

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 these conditions [related to the need to complete a business combination] raise substantial doubt about our ability to continue as a going concern."

Industry Context

Wintergreen Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC), a common vehicle for private companies to go public. The current filing reflects the typical pre-business combination phase of a SPAC, characterized by organizational activities, an IPO, and the placement of proceeds into a trust account to generate interest while searching for a suitable target. The focus is on capital preservation and generating non-operating income, rather than core business operations. The success of the company hinges entirely on its ability to identify and consummate a qualifying business combination within the stipulated timeframe, a challenge faced by many SPACs in a competitive market.

Comparison to Industry Standards

• The company's structure and operational phase are standard for a SPAC, with funds held in a trust account and a defined period to complete a business combination.
• The IPO price of $10.00 per unit is a common benchmark for SPAC offerings.
• The requirement for a target business to have an aggregate fair market value of at least 80% of the Trust Account assets is a standard SPAC governance provision.
• The generation of interest income from the Trust Account is typical, reflecting the investment of proceeds in U.S. government securities or money market funds. The reported income of $785,952 for nine months is a positive, but its significance is relative to the overall trust size and market interest rates.
• The "going concern" warning is a standard disclosure for SPACs that have not yet completed a business combination, highlighting the inherent uncertainty of their model.

Corporate Governance

Related Party Transactions

• MACRO DREAM Holdings Limited, the company's founder and sponsor, acquired 1,437,500 Founder Shares for $25,000, though 38,750 were later forfeited due to the expiration of the over-allotment option.
• The company issued a non-interest bearing promissory note for up to $475,000 to the sponsor for IPO expenses, which was repaid after the IPO.
• The sponsor, officers, and directors may provide Working Capital Loans up to $1,500,000, convertible into units at $10.00 per unit, to finance transaction costs for a Business Combination.
• The company pays an affiliate of the sponsor $10,000 per month for office space, utilities, and administrative support, with $41,000 accrued for the nine months ended September 30, 2025.

Stakeholder Impact

• Shareholders (Public): Have funds held in a Trust Account, earning interest, and redemption rights under certain conditions. Their investment is contingent on a successful business combination or liquidation. Warrants will expire worthless if no business combination.
• Shareholders (Sponsor/Founder): Hold Founder Shares and Private Placement Units, subject to transfer restrictions. They have specific voting rights and waive redemption rights for Founder Shares in certain scenarios. Their investment is tied to the success of a business combination.
• Underwriters: Received cash underwriting commissions and representative shares at IPO closing, with deferred commissions (cash and shares) payable upon a Business Combination. They waive rights to deferred commissions if no Business Combination.
• Creditors: Potential claims could have priority over public shareholders if Trust Account funds are reduced below certain thresholds.
• Employees: The company currently has no operations and its efforts are limited to organizational activities. Future employees would depend on a successful business combination.

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.
• Repay deferred underwriting commissions and issue representative shares upon consummation of a Business Combination.
• Potentially obtain additional financing if needed to consummate a Business Combination or cover redemptions.

Key Dates

Recommendation

Wintergreen Acquisition Corp. is a SPAC in its initial phase, having successfully completed its IPO and private placement. The company has a substantial amount of capital in its Trust Account, generating interest income, which is a positive for capital preservation. However, it has no current operations and its future value is entirely dependent on its ability to identify and successfully complete a suitable business combination within a limited timeframe. The "going concern" warning is a standard but important disclosure for SPACs in this stage. For a seasoned investor, holding is appropriate as the company is performing as expected for a SPAC in its pre-combination phase, but significant upside or downside will only materialize upon the announcement or failure of a business combination. There's no immediate catalyst for a "buy" or "sell" based solely on these interim operational results.

Keywords

SPAC, Blank Check Company, Business Combination, IPO, Trust Account, SEC Filing, Quarterly Report, WTGUU, Merger, Acquisition, Financial Results, Corporate Governance, Risk Factors, MACRO DREAM Holdings Limited