WTG
Industry:
Capital Markets

DESCRIPTION

Wintergreen Acquisition Corp. is a SPAC with no operations or revenue, formed solely to identify and merge with an operating business. Wintergreen raised ~$56M in its May 2025 IPO, with proceeds held in trust invested in U.S. government securities or money market funds. Wintergreen has identified its target: KIKA Technology, a Hong Kong-based AdTech company, and signed a merger agreement in November 2025 valuing KIKA at $80M. KIKA operates through its subsidiary HK TP, which uses proprietary algorithms and a real-time data processing platform to match advertisers with available ad inventory. KIKA's platform is privacy-focused, matching ads to inventory without collecting or storing end-user data. Upon closing, Wintergreen would rename itself KIKA Inc. and list KIKA's AdTech business on Nasdaq. The SPAC structure gives public shareholders the option to redeem shares at ~$10.025 each if they don't want exposure to the combined company. The sponsor, MACRO DREAM Holdings, acquired founder shares for a nominal sum, giving it significant upside if the deal closes but no recovery if it doesn't. Wintergreen has until August 30, 2026 to close, extendable monthly to May 30, 2027 with sponsor deposits. Key risks include SEC and shareholder approval hurdles, redemption risk reducing available cash for the combined company, and China regulatory risk given KIKA's Hong Kong-based, Chinese-connected operating structure.

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