8-K: Wintergreen Acquisition to Merge with KIKA Technology

Wintergreen Acquisition Corp. announced a definitive merger agreement with KIKA Technology INC., with KIKA becoming a wholly-owned subsidiary and the SPAC changing its name to KIKA Inc.

Summary

• Wintergreen Acquisition Corp. (Purchaser/SPAC) has entered into a Merger Agreement with KIKA Technology INC. (Company), under which Merger Sub (a wholly-owned subsidiary of Purchaser) will merge into KIKA.
• KIKA Technology INC. will continue as the surviving entity and become a wholly-owned subsidiary of Wintergreen Acquisition Corp.
• Upon the closing of the Merger, Wintergreen Acquisition Corp. will change its name to KIKA Inc. or another name determined by KIKA.
• The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended.
• KIKA shareholders will receive ordinary shares of Wintergreen (Consideration Shares) in an amount equal to KIKA's Valuation of $80,000,000 divided by the SPAC Per Share Redemption Price (the lower of the redemption price or $10.025).
• The closing of the Merger is expected to occur in the first half of 2026, subject to satisfaction or waiver of customary conditions.
• Key conditions include requisite approvals from shareholders of both Wintergreen and KIKA, effectiveness of a Form S-4 registration statement, governmental approvals, and Wintergreen having at least $5,000,001 in net tangible assets post-closing.
• KIKA shareholders have entered into a Company Transaction Support Agreement, agreeing to vote in favor of the Merger.
• KIKA shareholders will also enter into non-compete and non-solicitation agreements for a two-year restricted period post-closing, prohibiting engagement in competing businesses within specified jurisdictions (Cayman Islands, British Virgin Islands, Hong Kong, and the United States).
• A six-month lock-up period post-closing will restrict KIKA shareholders from transferring Consideration Shares, with certain exceptions.
• The post-closing board of directors of the Purchaser will consist of five directors: four designated by KIKA (at least two independent) and one designated by Wintergreen (independent and financial expert, Caihong Chen).

Sentiment

Score: 7

Explanation: The filing announces a definitive merger agreement, a significant positive step for both companies. The terms appear standard for a SPAC transaction, including protective clauses like non-compete and lock-up agreements. The valuation of KIKA is stated, and the SPAC's trust account balance is healthy. However, detailed financial performance of KIKA is not provided in this specific filing, limiting a full financial sentiment assessment.

Positives

• A definitive merger agreement provides a clear and structured path for KIKA Technology INC. to become a publicly traded entity through a SPAC business combination.
• The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code, which can be beneficial for shareholders.
• KIKA shareholders will receive a significant economic interest in the surviving corporation through Consideration Shares, aligning their interests with the new public company.
• Non-compete and non-solicitation agreements with KIKA shareholders for a two-year period protect the combined entity's business from direct competition and talent poaching.
• Lock-up agreements on Consideration Shares for six months post-closing are designed to promote stability in the trading of the combined entity's securities.
• Wintergreen Acquisition Corp. has a substantial trust fund balance of at least $55,950,000 as of November 17, 2025, providing capital for the transaction and post-merger operations.

Negatives

• No specific negative financial results or operational setbacks are mentioned in this filing, which primarily details the merger agreement terms.
• The filing does not provide KIKA's detailed financial performance, making a full assessment of the target's financial health difficult from this document alone.

Risks

• Failure to obtain the requisite approvals from the shareholders of Wintergreen Acquisition Corp. and KIKA Technology INC.
• The registration statement on Form S-4 may not be declared effective by the SEC, or a stop order could be issued.
• Failure to receive any required governmental approvals could prevent the merger from closing.
• The existence of any order, law, or regulation that prohibits or enjoins the consummation of the Merger.
• Wintergreen Acquisition Corp. may not have at least $5,000,001 in net tangible assets immediately after the Closing, which is a condition for the merger.
• Material breaches of representations, warranties, or covenants by either party could lead to termination of the Merger Agreement.
• The occurrence of a Company Material Adverse Effect or Purchaser Material Adverse Effect could prevent the closing.
• The Merger may not qualify as a reorganization under Section 368(a) of the Code, which could result in adverse tax consequences for the parties.
• Potential for litigation related to the Merger Agreement or the transactions contemplated thereby, which could delay or prevent the closing.
• Wintergreen Acquisition Corp. may be obligated to dissolve or liquidate if the business combination is not consummated by August 31, 2026, or an extended date.

Future Outlook

The merger is expected to close in the first half of 2026, subject to shareholder and regulatory approvals. Upon closing, Wintergreen Acquisition Corp. will change its name to KIKA Inc., and KIKA Technology INC. will become a wholly-owned subsidiary, indicating a strategic shift and new operational phase for the combined entity.

Management Comments

• The boards of directors of each of the Purchaser and the Company have determined that the Merger is fair to, and in the best interests of, their respective companies and their respective shareholders and respectively resolved to recommend the adoption of this Agreement.
• The Merger is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Merger Agreement is intended to constitute a plan of reorganization thereunder.

Industry Context

This transaction represents a common strategy for private companies like KIKA Technology INC. to go public via a SPAC (Special Purpose Acquisition Company) merger. SPACs provide an alternative to traditional IPOs, often allowing for faster market entry and potentially more predictable valuation. The non-compete and lock-up provisions are standard in such business combinations to ensure stability and alignment of interests post-merger.

Comparison to Industry Standards

• The two-year non-compete and non-solicitation period for KIKA shareholders is a standard duration in M&A transactions to protect the acquiring company's business interests.
• The six-month lock-up period for Consideration Shares is a common practice in SPAC mergers to prevent immediate selling pressure post-closing and promote market stability.
• The requirement for Wintergreen Acquisition Corp. to maintain at least $5,000,001 in net tangible assets is a standard Nasdaq listing rule for business combinations.
• The post-closing board composition, with a majority designated by the target company and an independent financial expert from the SPAC, aligns with corporate governance best practices for newly public companies.

Management Changes

Corporate Governance

Legal Proceedings

• No current legal proceedings are pending or threatened against Wintergreen Acquisition Corp. or KIKA Technology INC. that would reasonably be expected to have a material adverse effect on the ability to consummate the merger, as stated in the representations and warranties.

Related Party Transactions

• The Company Transaction Support Agreement involves all KIKA shareholders agreeing to vote in favor of the merger.
• Non-compete and non-solicitation agreements and lock-up agreements are entered into with KIKA shareholders, which are related party transactions customary in such mergers.

Stakeholder Impact

• Shareholders of Wintergreen Acquisition Corp. will vote on the merger, have redemption rights, and will become shareholders of KIKA Inc. post-merger.
• Shareholders of KIKA Technology INC. will receive Consideration Shares in Wintergreen (KIKA Inc.) and will be subject to lock-up, non-compete, and non-solicitation agreements.
• Employees of KIKA Technology INC. may experience changes in employment terms or opportunities as the company integrates into a larger public entity.
• Customers, suppliers, and business partners of KIKA Technology INC. are protected by non-solicitation agreements, aiming to maintain existing relationships post-merger.

Next Steps

• Wintergreen Acquisition Corp. will prepare and file a registration statement on Form S-4 with the SEC, including a preliminary proxy statement/prospectus.
• The SEC must declare the Form S-4 registration statement effective.
• Wintergreen Acquisition Corp. will mail a definitive proxy statement/prospectus to its shareholders.
• Wintergreen Acquisition Corp. shareholders will hold an extraordinary general meeting to vote on the Transaction Proposals, including the business combination.
• KIKA Technology INC. shareholders will provide their approval for the merger.
• KIKA Technology INC. will deliver PCAOB-reviewed financial statements to Wintergreen Acquisition Corp. by February 28, 2026.
• The closing of the Merger is expected to occur in the first half of 2026.
• Upon closing, Wintergreen Acquisition Corp. will change its name to KIKA Inc.
• Wintergreen Acquisition Corp. will ensure its shares remain listed on Nasdaq and submit a listing application for the Consideration Shares.

Key Dates

Keywords

SPAC, Merger Agreement, KIKA Technology, Wintergreen Acquisition Corp, Business Combination, Non-Compete, Non-Solicitation, Lock-Up Agreement, SEC Filing, Form S-4, Corporate Governance, Shareholder Approval, Cayman Islands, Nasdaq Listing