Key Highlights

  • Wintergreen signed a merger agreement on November 17, 2025 valuing Hong Kong AdTech company KIKA Technology at $80 million.
  • The Form S-4 filed April 16, 2026 has been amended seven times, most recently on September 30, 2026.
  • Two sponsor-funded extensions of $184,635 each moved the deadline to October 30, 2026, and up to seven more are allowed.
  • The trust account held $58,438,195 at June 30, 2026, and the quarterly report carries going-concern language.

Wintergreen Acquisition (NASDAQ:WTG) shares were trading near their 52-week high at USD 10.70 on October 19, 2026, up 0.42%. The Cayman Islands blank check company has no operating business, so its filings read as a record of deal terms and deadlines rather than sales. The newest is a seventh amendment, filed September 30, 2026, to the registration statement for a proposed combination with KIKA Technology, and a run of monthly extensions has moved the completion deadline to October 30.

An IPO built on shares and rights, with no warrants

Wintergreen closed its initial public offering on May 30, 2025, selling 5,595,000 units at $10.00 each for gross proceeds of $55,950,000, including 595,000 units from a partial over-allotment exercise. Each unit holds one ordinary share and one right to receive one-eighth of an ordinary share once a business combination is completed.

The sponsor, MACRO DREAM Holdings Limited of the British Virgin Islands, bought 253,875 private placement units for $2,538,750 and holds 1,398,750 founder shares. The company's offices are in Beijing. Its prospectus described a search for technology, media and telecommunications targets in the Asia Pacific region, including Greater China, and ruled out any target operating through variable interest entities. It also flagged PRC regulatory risks and possible U.S. foreign-investment review.

The KIKA agreement and the conditions still open

Under the merger agreement dated November 17, 2025, a Wintergreen subsidiary would merge into KIKA Technology INC., a Cayman Islands company, and Wintergreen would be renamed KIKA Inc. KIKA works through a Hong Kong subsidiary that provides advertising-technology matching services. The registration statement says all of its revenue, customers, employees and operations are in Hong Kong, with no mainland China subsidiaries or variable interest entity arrangements.

KIKA shareholders would receive shares worth $80 million, which at $10.025 a share comes to about 7,980,050 shares. Closing requires an effective registration statement, shareholder approvals and at least $5,000,001 of net tangible assets, which only KIKA can waive. Nasdaq approval of the new shares is also a condition, though the parties may waive it.

The registration statement shows KIKA shareholders holding about 49.7% of the combined company if no public shares are redeemed and about 76.2% if all 5,595,000 are redeemed. The board obtained a third-party valuation report but not a fairness opinion.

Trust balance, quarterly income and going-concern doubt

Marketable securities held in the trust account were $58,438,195 at June 30, 2026, against $57,425,636 at December 31, 2025. The public shares carry an initial redemption price of $10.025 each plus a pro rata share of interest.

Net income for the three months ended June 30, 2026 was $369,816, with trust income of $509,089 and other interest of $6,153 exceeding $145,426 of operating costs. Six-month net income was $741,521. Cash outside the trust was $1,028,051, versus $1,324,992 at year-end.

Management concluded that the mandatory liquidation date raises substantial doubt about the company's ability to continue as a going concern. The auditor's report in the 2025 annual report also contains substantial-doubt language.

Deadlines and what happens next

The original period ran 15 months from the IPO closing, to August 30, 2026. The board approved a one-month extension to September 30 funded by a $184,635 sponsor note dated September 1, then a second, to October 30, funded by a note of the same amount dated September 28. The notes bear no interest, are forgiven if no combination occurs, and can be converted by the sponsor into units at $10.00 each.

The governing documents allow up to nine one-month extensions, to May 30, 2027 at the latest. The September 30 amendment leaves the extraordinary general meeting date blank. If no combination closes in time, Wintergreen must dissolve and liquidate, and the registration statement says the sponsor's founder shares and private units would be worthless.