Wintergreen Acquisition Corp. filed a preliminary proxy statement on October 28, 2026, seeking shareholder approval at an Extraordinary General Meeting scheduled for November 30, 2026, to extend its business combination deadline from 24 months to 36 months from its IPO closing date.

Key Highlights

  • Extension proposed: The Company is seeking to extend its business combination deadline from May 28, 2027 (24 months post-IPO) to May 28, 2028 (36 months post-IPO), or such earlier date as determined by the Board.
  • No further extension fees: The proposals would explicitly eliminate and waive the Sponsor's obligation to deposit any further extension fees into the Trust Account.
  • Shares outstanding: As of the October 28, 2026 record date, there were 7,303,575 Ordinary Shares issued and outstanding.
  • Redemption deadline: Public Shareholders wishing to redeem shares must complete both required steps no later than 5:00 p.m. Eastern Time on November 25, 2026.
  • Cross-conditioned proposals: The Extension Amendment Proposal and the Trust Agreement Amendment Proposal are each cross-conditioned on the other's approval; if either fails, neither takes effect.
  • Trust Agreement threshold: The Trust Agreement Amendment Proposal requires approval by at least two-thirds (66.66%) of then-outstanding Ordinary Shares, voting as a single class.
  • Board recommendation: The Board unanimously recommends shareholders vote "FOR" each of the three proposals.

Wintergreen Acquisition Proposes Elimination of Sponsor Deposit Requirement Alongside Deadline Extension

According to the preliminary proxy statement, Wintergreen Acquisition Corp., a Cayman Islands exempted company headquartered in Beijing, China, has called an Extraordinary General Meeting for November 30, 2026, at 10:00 a.m. Beijing Time. The filing presents three proposals for shareholder consideration, the first two of which are cross-conditioned: both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal must each be approved for either to take effect, the filing states.

The Extension Amendment Proposal would amend the Company's Amended and Restated Memorandum and Articles of Association to extend the Combination Period from up to 24 months from the IPO closing to up to 36 months, moving the deadline from May 28, 2027 to May 28, 2028, or an earlier date at the Board's sole discretion. The accompanying Trust Agreement Amendment Proposal would make corresponding changes to the Investment Management Trust Agreement, effective as of May 15, 2025, between the Company and Wilmington Trust, National Association, as trustee. Both proposals also explicitly eliminate any requirement for the Sponsor, MACRO DREAM Holdings Limited (also referred to in the Articles of Association as MARCO DREAM Holdings Limited), or its designees to deposit additional funds into the Trust Account for any extension following the meeting.

Public Shareholders holding shares issued in the IPO may elect to redeem all or a portion of their shares for cash at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay taxes, divided by the number of Public Shares then in issue, calculated as of two business days prior to the meeting. To exercise redemption rights, shareholders must submit a written request to transfer agent Transhare Corporation and deliver their shares via DWAC to Transhare's DTC account, both no later than November 25, 2026. The third proposal, the Adjournment Proposal, would allow the meeting chairman to adjourn the meeting if sufficient votes are not present or to allow shareholders additional time to reverse redemption requests.

What Was Disclosed

Wintergreen Acquisition Corp. filed a preliminary proxy statement disclosing three proposals for an Extraordinary General Meeting on November 30, 2026: extending the business combination deadline to May 28, 2028, amending the Trust Agreement accordingly, and eliminating the Sponsor's obligation to deposit further extension fees.