Wintergreen Acquisition Corp. filed a definitive proxy statement on November 9, 2026, calling an Extraordinary General Meeting for November 30, 2026, to seek shareholder approval to extend the company's Business Combination deadline from May 28, 2027 to May 28, 2028, and to eliminate any requirement for the Sponsor to deposit additional extension fees into the Trust Account.

Key Highlights

  • Extension proposed: The company seeks to extend its Business Combination deadline from up to 24 months from IPO closing (May 28, 2027) to up to 36 months (May 28, 2028, or an earlier date at the Board's discretion).
  • Sponsor fees eliminated: Both proposals would explicitly eliminate and waive any obligation of MACRO DREAM Holdings Limited, the Sponsor, to deposit further extension fees into the Trust Account.
  • Shares outstanding: As of the Record Date of October 28, 2026, there were 7,303,575 Ordinary Shares issued and outstanding.
  • Redemption deadline: Public Shareholders wishing to redeem their shares must complete required steps by 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 approval of the other; if either fails, neither takes effect.
  • Trust Agreement threshold: The Trust Agreement Amendment Proposal requires the affirmative vote of holders of at least two-thirds (66.66%) of then-outstanding Ordinary Shares.
  • Board recommendation: The Board unanimously recommends that shareholders vote "FOR" each of the three proposals.

Wintergreen Acquisition's Proposed 36-Month Extension and Trust Account Changes

Wintergreen Acquisition Corp., a Cayman Islands exempted company listed on NASDAQ:WTG, filed a definitive proxy statement (Schedule 14A) dated November 9, 2026, in connection with an Extraordinary General Meeting scheduled for November 30, 2026, at the company's offices in Tongzhou District, Beijing, People's Republic of China. The filing presents three proposals to shareholders, the most consequential of which would extend the period by which the company must complete a Business Combination by an additional 12 months.

According to the filing, Proposal No. 1, the Extension Amendment Proposal, would amend specific articles of the company's Amended and Restated Memorandum and Articles of Association to push the Combination Period deadline from May 28, 2027 to May 28, 2028, while also explicitly waiving any obligation of the Sponsor, MACRO DREAM Holdings Limited, to deposit further extension fees into the Trust Account. The filing notes that in the Articles of Association the Sponsor is also referred to as MARCO DREAM Holdings Limited. Proposal No. 2, the Trust Agreement Amendment Proposal, would make corresponding changes to the Investment Management Trust Agreement, effective as of May 15, 2025, by and between the company and Wilmington Trust, National Association, as trustee, and likewise requires the affirmative vote of holders of at least two-thirds (66.66%) of then-outstanding Ordinary Shares under Section 6(c) of that agreement.

Public Shareholders hold the right to redeem all or a portion of their Public Shares for cash if either amendment is approved and implemented. The per-share redemption price is calculated as the aggregate amount then on deposit in the Trust Account, including interest not previously released to pay taxes, divided by the number of Public Shares then in issue, measured as of two business days prior to the meeting. To exercise redemption rights, shareholders must submit a written Letter of Intent to transfer agent Transhare Corporation and deliver their shares via the DTC DWAC system, both no later than 5:00 p.m. Eastern Time on November 25, 2026. The filing states that failure to complete both steps by the Redemption Deadline will result in those shares not being eligible for redemption.

What Was Disclosed

Wintergreen Acquisition Corp. filed a definitive proxy statement seeking shareholder approval at a November 30, 2026 meeting to extend its Business Combination deadline by 12 months to May 28, 2028, eliminate Sponsor extension fee obligations, and provide Public Shareholders an opportunity to redeem their shares ahead of the vote.