Wintergreen Acquisition Corp., a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, has released its Form 10-Q report for the third quarter of 2025. The report provides a comprehensive overview of the company's financial performance and operational activities for the period ending September 30, 2025.
Financial Highlights
- Net Income: $604,594 for the nine months ended September 30, 2025, driven by gains from changes in the fair value of over-allotment liability, income earned on marketable securities held in the trust account, and interest income earned on time-deposits, offset by operating expenses.
- Net Income: $566,442 for the three months ended September 30, 2025, including similar gains and income sources as the nine-month period, offset by operating expenses.
- Net Income Per Share: $0.57, basic and diluted earnings per ordinary share for redeemable ordinary shares for the nine months ended September 30, 2025.
- Net Income Per Share: $0.18, basic and diluted earnings per ordinary share for redeemable ordinary shares for the three months ended September 30, 2025.
- Net Income Per Share: $(0.25), basic and diluted loss per ordinary share for non-redeemable ordinary shares for the three months ended September 30, 2025.
- Net Income Per Share: $(0.57), basic and diluted loss per ordinary share for non-redeemable ordinary shares for the nine months ended September 30, 2025.
Business Highlights
- Business Overview: Wintergreen Acquisition Corp. is focused on effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company has not yet selected a business combination target and has not initiated any substantive discussions with potential targets.
- IPO and Fundraising: On May 30, 2025, Wintergreen completed its Initial Public Offering (IPO) of 5,000,000 units at $10.00 per unit, generating gross proceeds of $50,000,000. An additional 595,000 units were sold through the partial exercise of the over-allotment option, raising an extra $5,950,000. Simultaneously, a private placement of 253,875 units to the Sponsor raised $2,538,750.
- Trust Account: Following the IPO, $56,089,875 from the net proceeds was placed in a trust account, intended for use in the business combination or to redeem ordinary shares if a business combination is not completed within the specified timeframe.
- Operational Activities: Since inception, the company's activities have been limited to organizational activities and those necessary to prepare for the IPO. The company has not commenced any operations and will not generate operating revenues until after the completion of a business combination.
- Future Outlook: Wintergreen intends to use the net proceeds from the IPO and private placement to acquire a target business or businesses. The company plans to use the funds held outside of the trust account for identifying and evaluating prospective acquisition candidates, performing due diligence, and structuring and negotiating the business combination.
- Management's Discussion: The company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses in connection with completing a business combination.
- Going Concern Consideration: Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to the need to complete a business combination within the specified timeframe. The company plans to address this uncertainty through funds loaned from the Sponsor, officers, directors, or their affiliates.
SEC Filing: