10-K: Wintergreen Acquisition Corp. to Merge with KIKA Technology

Wintergreen Acquisition Corp., a SPAC, announced a definitive merger agreement with AdTech provider KIKA Technology Inc., valuing the target at $80 million.

Summary

• Wintergreen Acquisition Corp., a Cayman Islands-exempted blank check company, was incorporated on April 29, 2024, for the purpose of effecting a business combination.
• The company consummated its Initial Public Offering (IPO) on May 30, 2025, raising $55,950,000 from the sale of 5,595,000 units at $10.00 per unit, including a partial exercise of the over-allotment option.
• Simultaneously, the sponsor purchased 253,875 placement units for $2,538,750 in a private placement.
• As of December 31, 2025, $57,425,636 was held in a trust account, invested in U.S. government securities or money market funds.
• On November 17, 2025, Wintergreen entered into a Merger Agreement with KIKA Technology Inc., an AdTech Dynamic Matching Technology services provider, valuing KIKA at $80,000,000.
• Upon closing, KIKA shareholders will receive approximately 7,980,050 Wintergreen shares, valued at $10.025 per share, and Wintergreen will change its name to KIKA Inc.
• For the year ended December 31, 2025, the company reported a net income of $988,403, primarily driven by interest income from the trust account and a gain from the change in fair value of over-allotment liability.
• The company has until May 30, 2027, to complete a business combination, or it will face mandatory liquidation.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. The announcement of a definitive merger agreement with KIKA Technology Inc. provides a clear path forward for the SPAC, which is a key milestone. However, significant risks related to operating in China and potential conflicts of interest temper the overall sentiment.

Positives

• A definitive merger agreement has been signed with KIKA Technology Inc., providing a clear path for the SPAC to complete its initial business combination.
• KIKA Technology Inc. operates in the AdTech sector, leveraging proprietary intelligent algorithms and real-time data processing for precise advertising matching, without using end-user personal information.
• The company reported a net income of $988,403 for the year ended December 31, 2025, primarily from interest earned on the trust account.
• The trust account holds $57,425,636 as of December 31, 2025, providing substantial funds for the business combination or redemptions.
• The company has sufficient working capital of $1,211,745 for its needs for at least one year from the financial statement issuance date.

Negatives

• The company is a blank check company with no operations or revenues generated to date, relying entirely on completing a business combination.
• There is substantial doubt about the company's ability to continue as a going concern if the initial business combination is not consummated by May 30, 2027.
• The company's management team has significant ties to China, and the headquarters are based in China, which introduces significant regulatory and geopolitical risks, including potential government intervention.
• Public shareholders may not have an opportunity to vote on the proposed business combination, and initial shareholders have agreed to vote their shares in favor regardless of public shareholder sentiment.
• The ability of public shareholders to redeem a large number of shares could make the financial condition unattractive to potential targets or reduce resources for the business combination.
• The company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.

Risks

• Inability to select an appropriate target business or complete the initial business combination within the prescribed timeframe (15-24 months).
• Public shareholders may not be afforded an opportunity to vote on the proposed initial business combination, or their vote may be diluted by initial shareholders.
• The ability of public shareholders to exercise redemption rights with a large number of shares may reduce resources for the business combination or make the company unattractive to targets.
• Shareholders holding in excess of 15% of ordinary shares may lose the ability to redeem those "Excess Shares."
• Intense competition from other blank check companies, private equity groups, and operating businesses for acquisition opportunities.
• Potential conflicts of interest due to officers and directors allocating time to other businesses, including other special purpose acquisition companies (e.g., Ms. Caihong Chen's role at Future Vision II Acquisition Corp.).
• Significant regulatory, liquidity, and enforcement risks associated with acquiring and operating a target business in China, including potential government intervention, changes in laws, and data security oversight by the Cyberspace Administration of China (CAC).
• The Holding Foreign Companies Accountable Act (HFCA Act) and potential PCAOB inspection issues could lead to delisting of securities if the auditor cannot be inspected.
• U.S. foreign investment regulations and review by entities like CFIUS may restrict or prohibit business combinations with certain companies, particularly those in China.
• Dilution of shareholder interest if additional ordinary shares or preference shares are issued to complete the business combination or under an employee incentive plan.
• The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of securities and hinder the ability to consummate a business combination.
• The company's independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.
• The company will not consummate an initial business combination with an entity or business with China operations consolidated through a VIE structure, which may limit the pool of acquisition candidates.
• Difficulties in enforcing legal rights or conducting investigations in China due to its legal system and underdeveloped laws.
• Potential for write-downs, write-offs, restructuring, or impairment charges post-business combination.
• Loss of key personnel of a target business after the initial business combination.
• The nominal price paid by the sponsor for founder shares ($0.017 per share) creates an incentive to complete a transaction even if it's unprofitable for public shareholders.

Future Outlook

The company intends to complete its initial business combination with KIKA Technology Inc. before the mandatory liquidation date of May 30, 2027. It expects to incur increased expenses as a public company and for due diligence related to the acquisition. The company may need additional financing to consummate the business combination or for post-combination general corporate purposes.

Management Comments

• "Our efforts in identifying prospective target businesses will not be limited to a particular geographic region, although we intend to primarily focus on businesses in Asia."
• "There is no assurance that we will be able to complete a Business Combination successfully."
• "Management has determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about our ability to continue as a going concern."
• "We intend to complete an initial business combination before the mandatory liquidation date."
• "We do not consider that we face significant cybersecurity risks."

Industry Context

StockSavvy.ai notes that Wintergreen Acquisition Corp. operates as a Special Purpose Acquisition Company (SPAC), a vehicle designed to raise capital through an IPO to acquire an existing private company. The proposed merger with KIKA Technology Inc., an AdTech provider, aligns with the trend of SPACs targeting technology sectors, particularly those with growth potential in emerging markets like Asia. The AdTech industry is dynamic, driven by intelligent algorithms and real-time data, and KIKA's focus on dynamic matching technology without using end-user personal information could be a differentiator in an increasingly privacy-conscious market. However, the significant ties of Wintergreen's management to China and the company's stated focus on Asia introduce substantial regulatory and geopolitical risks, a common concern for U.S.-listed entities with strong Chinese connections, especially given recent increased oversight by the Chinese government and U.S. regulations like the HFCA Act.

Comparison to Industry Standards

• The initial per-share redemption price of $10.025 is typical for SPACs, which usually price units at $10.00.
• The 15-month initial combination period, extendable to 24 months, is within the standard timeframe for SPACs to complete an acquisition.
• The 80% of trust assets rule for target fair market value is a common SPAC requirement.
• The valuation of KIKA Technology Inc. at $80,000,000 for a SPAC with a $55.95 million trust account (initially) suggests a reasonable target size relative to the SPAC's capital, though the specific financial performance of KIKA is not detailed in this filing.
• The existence of related party transactions, such as the sponsor's purchase of founder shares at a nominal price and monthly administrative fees, is standard practice for SPACs, though it often raises conflict of interest concerns.

Corporate Governance

Legal Proceedings

• No material litigation, arbitration, or governmental proceeding currently pending against the company or its management team.

Related Party Transactions

• MACRO DREAM Holdings Limited (Sponsor) acquired 1,437,500 founder shares for $25,000 on December 27, 2024, which were subsequently adjusted to 1,398,750 shares due to forfeiture.
• The Sponsor purchased 253,875 Placement Units for $2,538,750 simultaneously with the IPO closing.
• The company pays an affiliate of the Sponsor $10,000 per month for office space, utilities, and administrative support, with $71,667 accrued as of December 31, 2025.
• A promissory note for up to $475,000 was issued to the Sponsor on August 20, 2024, to cover IPO expenses, which was fully drawn and repaid upon IPO closing.
• 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 the initial business combination.
• The Sponsor, officers, and directors have agreed to waive redemption rights for their founder shares and any public shares held by them in connection with the business combination or certain amendments to the articles of association.
• The Sponsor and management team have agreed to vote their founder shares and any public shares purchased in favor of the initial business combination.

Stakeholder Impact

• Shareholders: Public shareholders have redemption rights at approximately $10.025 per share from the trust account upon business combination completion or liquidation if no combination occurs. However, they may lose redemption rights for "Excess Shares" (over 15%). Founder shares held by the sponsor were acquired at a nominal price, creating potential conflicts of interest regarding transaction completion.
• Employees: The company currently has two officers and no full-time employees; post-combination, management team members who remain with the company may be paid consulting or management fees from the combined company.
• Creditors: Proceeds in the trust account could be subject to claims of creditors, potentially reducing the per-share redemption amount for public shareholders if the sponsor's indemnification obligations are not fully enforceable.
• Management: Officers and directors have potential conflicts of interest due to time allocation to other businesses (including other SPACs) and pecuniary interests in completing a business combination, as their founder shares would become worthless otherwise.

Next Steps

• Obtain SEC declaration of effectiveness for the Proxy/Registration Statement.
• Secure shareholder approvals from both Wintergreen and KIKA shareholders for the business combination.
• Complete the merger with KIKA Technology Inc.
• Change the company's name to KIKA Inc. upon consummation of the business combination.
• Maintain at least $5,000,001 of net tangible assets immediately after the closing of the business combination.
• Elect new directors and officers for the combined company.
• Potentially seek additional financing to support the post-combination entity.

Key Dates

Recommendation

The filing announces a definitive merger agreement, which is a positive step for a SPAC. However, the target company's financials are not detailed in this filing, and significant risks related to operating in China and potential conflicts of interest for management warrant caution. An investor should hold to await further details on KIKA Technology Inc.'s financial performance and the successful completion of the merger, while closely monitoring the geopolitical and regulatory landscape for China-related businesses.

Keywords

SPAC, Blank Check Company, Merger Agreement, KIKA Technology Inc., AdTech, IPO, Trust Account, Cayman Islands, China Risks, Corporate Governance, SEC Filing, WTGUU, WTG, WTGUR