Wintergreen Acquisition Corp. Annual Report - How They Did This Year

Wintergreen Acquisition Corp. is on the cusp of a major transformation. This report offers a clear, jargon-free look at the company's journey over the past year, designed to help you understand its performance and what it means for potential investors. We'll break down the key aspects of its 2025 fiscal year, focusing on the essential details.

1. Business Overview

Wintergreen Acquisition Corp. launched on April 29, 2024, as a "blank check company," also known as a Special Purpose Acquisition Company (SPAC). Its core mission: to raise capital through an Initial Public Offering (IPO) and then find a suitable private company to merge with, effectively taking that private company public.

• This year's big news: Wintergreen successfully completed its IPO on May 30, 2025, raising $55.95 million by selling units to the public. Wintergreen placed the vast majority of these funds into a special "Trust Account," earmarked specifically for the business combination.
• The exciting part: On November 17, 2025, Wintergreen announced a definitive agreement to merge with KIKA Technology Inc. Upon completing this merger, Wintergreen will transition from a SPAC into an operating company, changing its name to KIKA Inc.
• So, what does KIKA do? KIKA is the parent company of HK TP, a leader in "AdTech Dynamic Matching Technology services." In essence, HK TP uses sophisticated algorithms and real-time data to help advertisers optimize where and when their ads appear, maximizing effectiveness and efficiency. A key differentiator for KIKA is its commitment to user privacy: it explicitly does not collect or use personal user information (like browsing history or demographics). This offers a significant advantage in today's privacy-conscious digital advertising landscape.

2. Financial Performance

As a SPAC, Wintergreen did not generate any operating revenue from selling products or services during the fiscal year ended December 31, 2025. Its financial activity primarily focused on managing the funds raised and incurring expenses related to its formation, IPO, and the search for a merger target.

• Revenue: For the year ending December 31, 2025, Wintergreen reported approximately $1.5 million in interest income from its Trust Account investments. This represents its sole source of revenue.
• Profit/Loss: After accounting for administrative and operating expenses, the company recorded a net loss of approximately $0.3 million for the year.
• Year-over-year changes: Wintergreen Acquisition Corp. formed in April 2024 and completed its IPO in May 2025. Therefore, fiscal year 2025 represents its first full year of significant financial activity. Year-over-year comparisons for operating revenue and profit are not applicable or would show zero for the prior period.
• Growth Metrics: Wintergreen measures its growth by its progress toward a successful business combination. The successful IPO and the definitive merger agreement with KIKA are the primary "growth metrics" for the year. Once the merger is complete, KIKA's revenue, profit, and user engagement will become the key performance indicators.

3. Risk Factors

Investors should be aware of several key risks:

• Merger Completion Risk: The proposed merger with KIKA Technology Inc. might not be completed. This could happen due to a failure to obtain regulatory approvals, lack of shareholder approval, or other unforeseen circumstances. If the merger fails, Wintergreen would need to seek another target or liquidate, potentially returning funds to shareholders but without the intended growth opportunity.
• Shareholder Redemptions: A significant number of Wintergreen's public shareholders might choose to redeem their shares for cash from the Trust Account rather than become shareholders of the combined KIKA Inc. This could substantially reduce the capital available to KIKA post-merger, impacting its growth plans.
• KIKA's Business Performance: The future value of Wintergreen's stock entirely depends on KIKA's ability to execute its business plan, grow its AdTech services, and achieve profitability in a highly competitive and rapidly evolving market. KIKA has no prior public reporting history.
• AdTech Market Competition and Regulation: The AdTech industry is intensely competitive, with established giants and numerous innovative startups. KIKA's success depends on its ability to differentiate and capture market share. Furthermore, evolving global data privacy regulations, even if KIKA's model avoids personal data, could still impact the broader advertising ecosystem and KIKA's clients.
• Integration Risk: Combining two entities can present challenges in operational integration, cultural alignment, and retaining key talent, which could disrupt KIKA's business.
• Dilution: Future equity financings or the exercise of warrants issued during the IPO could dilute the ownership percentage of existing shareholders.

4. Management Discussion (MD&A highlights)

Here, management discusses Wintergreen Acquisition Corp.'s financial condition and operations for the fiscal year ended December 31, 2025, highlighting significant events and known trends.

Overview and Operational Highlights: As a Special Purpose Acquisition Company, Wintergreen's primary operational focus during 2025 was completing its Initial Public Offering and identifying a suitable business combination target.

• Major Wins: The company achieved two significant milestones:
  • Successful IPO: Raising $55.95 million in May 2025 showed strong investor confidence in the management team's ability to identify a promising target.
  • Securing a Merger Partner: The most significant achievement was identifying and signing a definitive merger agreement with KIKA Technology Inc. on November 17, 2025, within its operational year, thus fulfilling its core purpose.
• Challenges:
  • Pre-Operating Status: Wintergreen remains a "shell company" without an active revenue-generating business until the merger with KIKA is fully completed.
  • Operating Expenses: Ongoing administrative, legal, and advisory expenses related to its formation, IPO, and the search for and negotiation of the business combination led to a net loss for the year.

Results of Operations: For the fiscal year ended December 31, 2025, Wintergreen's financial results primarily reflect its status as a non-operating SPAC. The company generated approximately $1.5 million in interest income from funds Wintergreen invested in U.S. government securities within the Trust Account. This income partially offset the administrative and operating expenses incurred during the period. After accounting for these expenses, which included legal, accounting, and other professional fees associated with the IPO and the search for a target, the company reported a net loss of approximately $0.3 million. The absence of operating revenue from business activities is consistent with the company's nature as a SPAC prior to a business combination.

Liquidity and Capital Resources: The company primarily derives its liquidity from funds in its Trust Account and capital raised from a private placement to its sponsor. As detailed in the Financial Health section, the $55.95 million in the Trust Account is restricted for use in a business combination or for redemptions. Wintergreen used the approximately $1.5 million in available capital from the private placement as of year-end to cover general and administrative expenses, including those related to the IPO and the ongoing merger process. Management believes these resources are sufficient to meet the company's obligations until the anticipated completion of the merger.

Known Trends and Uncertainties: The company's future operations and financial performance face several significant trends and uncertainties:

• Merger Completion Uncertainty: Although Wintergreen has a definitive agreement with KIKA Technology Inc., the merger's completion depends on various conditions, including regulatory approvals, shareholder votes, and potential shareholder redemptions. Failure to satisfy these conditions could prevent the merger from closing.
• Shareholder Redemptions: The potential for a significant number of public shareholders to redeem their shares could substantially reduce the cash available to the combined entity, impacting KIKA's post-merger growth plans and financial flexibility.
• AdTech Industry Dynamics: Once the merger is complete, the combined entity, KIKA Inc., will operate in the highly dynamic AdTech industry. Significant trends and regulatory shifts affect this market:
  • Privacy Regulations: The global trend toward stricter data privacy laws (e.g., GDPR, CCPA, and similar regulations worldwide) is a major factor. KIKA's business model, which avoids personal user data collection, positions it favorably to adapt to and potentially benefit from these changes, as advertisers seek privacy-compliant solutions.
  • Cookieless Future: The deprecation of third-party cookies by major browsers is reshaping ad targeting. KIKA's reliance on contextual and dynamic matching rather than individual user tracking could offer a robust alternative in a cookieless environment.
  • AI and Machine Learning: The increasing integration of AI and machine learning in ad optimization is a key trend. KIKA's core technology leverages these advancements, suggesting it aligns well with industry direction.
  • Economic Cycles: Advertising spend is often sensitive to economic conditions. A downturn could impact KIKA's clients and, consequently, its revenue.

Strategy: Wintergreen's fundamental strategy will change from a "blank check company" focused on identifying a merger target to an operating company dedicated to growing KIKA's AdTech services. The post-merger strategy will center on expanding KIKA's technological capabilities, client base, and market reach within the digital advertising ecosystem.

5. Financial Health

Wintergreen's financial health is robust in terms of its primary asset, though its operational cash is more limited.

• Cash: The company holds $55.95 million in its Trust Account, which it invested in highly liquid U.S. government securities. This capital is specifically designated for the business combination, and Wintergreen protects it from the company's creditors until the merger finalizes. Additionally, Wintergreen raised $2.54 million from a "Private Placement" to its Sponsor (MACRO DREAM Holdings Limited) at the time of the IPO. After covering initial setup costs and ongoing operational expenses, approximately $1.5 million of this private placement capital remained available for general corporate purposes outside the Trust Account as of December 31, 2025.
• Debt: As a SPAC, Wintergreen has minimal long-term debt. Its liabilities primarily include accrued operational expenses, estimated at approximately $0.5 million as of year-end.
• Liquidity: The funds in the Trust Account are highly liquid but restricted. The operational cash outside the Trust Account provides liquidity for day-to-day administrative expenses.

6. Future Outlook

Wintergreen Acquisition Corp.'s immediate future outlook focuses entirely on successfully completing the merger with KIKA Technology Inc. Wintergreen expects this process to finalize in the coming months of 2026.

Once the merger is complete and the company operates as KIKA Inc., its future outlook will be tied to:

• Growth in AdTech: Expanding its "Dynamic Matching Technology services" to new clients and markets.
• Technological Advancement: Continued investment in its proprietary algorithms and data analytics capabilities.
• Market Adaptation: Navigating the evolving digital advertising landscape, including new technologies and regulatory shifts.
• Leadership: Wintergreen announced no specific leadership changes for itself during 2025. Upon merger completion, KIKA Technology Inc.'s leadership team will likely assume control of the combined entity, driving future strategy and operations.

7. Competitive Position

Currently, as a SPAC, Wintergreen does not have an operating competitive position. However, once the merger with KIKA is complete, the combined entity will operate in the AdTech space.

• KIKA's Differentiator: KIKA's "AdTech Dynamic Matching Technology" stands out by focusing on optimizing ad placement through advanced algorithms and real-time data without collecting or utilizing personal user information. This privacy-centric approach could be a significant competitive advantage in a market increasingly scrutinized for data practices.
• Market Landscape: KIKA will compete with a wide array of AdTech providers, including large platforms (e.g., Google, Meta), demand-side platforms (DSPs), supply-side platforms (SSPs), and other ad optimization services. Its ability to compete will depend on its technological superiority, client acquisition, and adaptability to market changes.