Wintergreen Acquisition Corp.

Company Overview

Business Model: WINTERGREEN ACQUISITION CORP. is a blank check company incorporated in the Cayman Islands on April 29, 2024. Its sole purpose is to effect a Business Combination, such as a merger, share exchange, asset acquisition, share purchase, or reorganization, with one or more businesses. The Company has generated no operating revenues to date and does not expect to do so until the consummation of a Business Combination. It generates non-operating income from interest on proceeds held in its Trust Account. The Company intends to focus on private companies in Asia that exhibit compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams seeking access to U.S. public capital markets.

Market Position: As a blank check company, WINTERGREEN ACQUISITION CORP. does not have an established market position in an operating industry. It operates within the special purpose acquisition company (SPAC) market, where it faces intense competition from other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions. The Company's ability to acquire larger target businesses is limited by its available financial resources, and the obligation to pay cash for public shareholder redemptions may further reduce available resources, potentially placing it at a competitive disadvantage.

Recent Strategic Developments:

• Initial Public Offering (IPO): On May 30, 2025, the Company consummated its IPO, selling 5,000,000 units at $10.00 per unit, generating gross proceeds of $50,000,000. An additional 595,000 units were sold through a partial exercise of the over-allotment option, generating $5,950,000. Simultaneously, 253,875 Placement Units were sold to MACRO DREAM Holdings Limited (the "Sponsor") at $10.00 per unit, raising $2,538,750. A total of $56,089,875 from the net proceeds was placed in a Trust Account.
• Proposed Business Combination: On November 17, 2025, the Company entered into a Merger Agreement with Wintergreen Acquisition Merger Subsidiary Corp. (a wholly-owned subsidiary of WINTERGREEN ACQUISITION CORP.) and KIKA Technology Inc., a Cayman Islands exempted company. The Merger Sub will merge with and into KIKA Technology Inc., with KIKA Technology Inc. surviving as a wholly-owned subsidiary of WINTERGREEN ACQUISITION CORP. Upon consummation, WINTERGREEN ACQUISITION CORP. will change its name to "KIKA Inc."
• Target Business Description: KIKA Technology Inc. is the parent company of Time Point Technology Co., Limited, a provider of AdTech Dynamic Matching Technology services. KIKA Technology Inc. itself has no material operations. Time Point Technology Co., Limited leverages proprietary intelligent algorithms, technical know-how, and a real-time data processing platform to match advertising needs with multi-dimensional traffic resources.
• Transaction Valuation: The Business Combination values KIKA Technology Inc. and its subsidiaries at $80,000,000. KIKA Technology Inc.'s outstanding ordinary shares will be converted into approximately 7,980,050 shares of WINTERGREEN ACQUISITION CORP., valued at $10.025 per share.

Geographic Footprint: The Company's efforts in identifying prospective target businesses are not limited to a particular geographic region, but it intends to primarily focus on businesses in Asia. It may pursue a business combination with an entity located in China (including Hong Kong and Macau), but will not consummate its initial business combination with an entity or business with China operations consolidated through a VIE structure. KIKA Technology Inc. operates through its wholly-owned subsidiaries in Hong Kong.

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: Not applicable (no operating revenue)
• Operating Margin: Not applicable (no operating revenue)
• Net Margin: Not applicable (no operating revenue)

Investment in Growth:

• R&D Expenditure: Not applicable (blank check company)
• Capital Expenditures: Not applicable (blank check company)
• Strategic Investments: $56,089,875 placed in a Trust Account, invested in U.S. government securities or money market funds.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: None
• Dividend Payments: None
• Dividend Yield: Not applicable
• Future Capital Return Commitments: Public shareholders have redemption rights for a pro rata portion of the Trust Account upon completion of a Business Combination or liquidation if a Business Combination is not completed within the Combination Period.

Balance Sheet Position (as of December 31, 2025):

• Cash and Equivalents: $1,324,992
• Total Debt: $0 (Promissory note to related party was fully repaid upon IPO closing)
• Net Cash Position: $1,324,992 (excluding Trust Account)
• Credit Rating: Not disclosed
• Debt Maturity Profile: No long-term debt obligations.

Cash Flow Generation (Year ended December 31, 2025):

• Operating Cash Flow: $(274,011)
• Free Cash Flow: Not applicable (no operating revenue or capital expenditures)
• Cash Conversion Metrics: Not applicable

Operational Excellence

Facility Network:

• Executive Offices: Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, 90 Jiukeshu West Road, Tongzhou District, Beijing. The Company pays an affiliate of MACRO DREAM Holdings Limited $10,000 per month for office space, utilities, and administrative support.
• Manufacturing: Not applicable (blank check company)
• Research & Development: Not applicable (blank check company)
• Distribution: Not applicable (blank check company)

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The Company operates in the special purpose acquisition company (SPAC) market, characterized by intense competition to identify and acquire suitable target businesses. This market includes other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many competitors possess greater financial, technical, and human resources.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors: Other blank check companies, private equity groups, leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Competitive Response Strategy: The Company intends to leverage the extensive experience of its management team in financial services, accounting, legal, and senior operating roles across multiple jurisdictions. This expertise is expected to be critical in identifying attractive acquisition opportunities. The Company's strategy focuses on private companies in Asia with compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams seeking access to U.S. public capital markets.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics: The Company faces intense competition in identifying, evaluating, and selecting a target business for its initial Business Combination. This competition comes from other blank check companies, private equity groups, leveraged buyout funds, and operating businesses.

Operational & Execution Risks

Geographic Concentration: The Company's intention to focus on target businesses in Asia, particularly China, exposes it to significant regulatory, liquidity, and enforcement risks. The legal system in China is subject to rapid changes, and the Chinese government may intervene or influence operations at any time, potentially impacting the value of the Company's ordinary shares.

Financial & Regulatory Risks

Market & Financial Risks: The Company faces a going concern risk if it fails to consummate an initial Business Combination by May 30, 2027. There is also a risk of insufficient funds to operate prior to a Business Combination if estimates for due diligence and negotiation costs are exceeded, or if interest income from the Trust Account is less than expected. The Company may need to obtain additional financing to consummate a Business Combination or to meet redemption obligations. Regulatory & Compliance Risks: As a public company, WINTERGREEN ACQUISITION CORP. is subject to SEC reporting requirements (Exchange Act, Sarbanes-Oxley Act). Its status as an "emerging growth company" and "smaller reporting company" allows for certain reduced disclosure obligations. However, potential target businesses may not be in compliance with Sarbanes-Oxley Act provisions, increasing the time and costs of acquisition. Risks also include uncertainties in Chinese laws and regulations, potential government intervention, and increased oversight over overseas offerings or foreign investment in China-based issuers.

Geopolitical & External Risks

Geopolitical Exposure: Acquiring and operating a business in China carries distinct risks, including an unpredictable legal system, potential government intervention, and the possibility of increased control over foreign investment. Any actions by the Chinese government to exert more oversight could significantly limit or hinder the Company's ability to offer securities or cause their value to decline.

Leadership & Governance

Executive Leadership Team

Board Composition: The Board of Directors includes three independent directors: Xiangxiang Wei, Ru Ding, and Caihong Chen, meeting Nasdaq listing standards and SEC rules. Caihong Chen chairs the Audit Committee, and Ru Ding chairs the Compensation Committee. There is no standing nominating committee; director nominees are recommended by a majority of independent directors.

Human Capital Strategy

Workforce Composition: The Company currently has two officers and does not intend to have any full-time employees prior to the completion of its initial Business Combination. Management team members are not obligated to devote specific hours but will dedicate time as necessary for Business Combination activities.

Regulatory Environment & Compliance

Regulatory Framework: WINTERGREEN ACQUISITION CORP. is subject to the rules and regulations promulgated under the Securities Exchange Act of 1934, including requirements to file annual, quarterly, and current reports with the SEC. The Company is an "emerging growth company" and a "smaller reporting company," which allows for certain exemptions from various reporting requirements, including auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations.

Legal Proceedings: There is no material litigation, arbitration, or governmental proceeding currently pending against the Company or any members of its management team in their capacity as such.

Tax Strategy & Considerations

Tax Profile: The Company is incorporated in the Cayman Islands, which currently imposes no taxation on income.

Insurance & Risk Transfer

Risk Management Framework: The Company expects to purchase a policy of directors' and officers' liability insurance. Its officers and directors have agreed to waive any right, title, interest, or claim to any monies in the Trust Account, except to the extent of their ownership of public shares. This waiver aims to protect the Trust Account from claims that could reduce funds available for public shareholders.