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WTG signs DA with KIKA Technology; reverse merger via Merger Sub; close eyed 1H26

2025-11-18 · Wintergreen Acquisition

Wintergreen Acquisition Corp. filed a Form 8-K (Rule 425) reporting entry into a material definitive agreement. Event date is November 17, 2025. The SPAC, Merger Sub (Wintergreen Acquisition Merger Subsidiary Corp.), and KIKA Technology INC. signed a Merger Agreement. Merger Sub merges into KIKA; KIKA survives as a wholly owned subsidiary of the Company. At closing the Company intends to rename to KIKA Inc. or another name set by KIKA, subject to Cayman registrar approval. The deal is framed as a reorganization under IRC 368(a). Consideration is ordinary shares of the Company issued to KIKA shareholders equal to KIKA Valuation divided by the SPAC per-share redemption price, rounded up, per an Allocation Statement. No dollar valuation, exchange ratio, or share count is stated in the filing text. Concurrent support: KIKA shareholders signed a Company Transaction Support Agreement to vote for the merger. Forms of six-month lock-up and two-year non-compete/non-solicit (Cayman, BVI, Hong Kong) are to be entered at closing. Close path (Pulse): Closing is expected in the first half of 2026, or promptly after conditions, including SPAC and KIKA shareholder approvals, effectiveness of a joint Form S-4 proxy/registration statement, required governmental approvals, no enjoining order, covenant/rep bring-down, no MAE, and the Company holding at least $5,000,001 net tangible assets immediately after closing. Public redemption rights remain per charter and trust agreement. Termination is customary (mutual consent, outside date, injunction, material breach, failed shareholder votes); no termination fee; liability preserved for willful breach or fraud. S-4 is not yet filed—only committed. Cash (V): The filing does not state trust balance, redemption price, PIPE, minimum cash, or any funded backstop. NTA $5,000,001 is a closing condition only. Rights terms on the cover remain one right for one-eighth (1/8) of an ordinary share (WTGUR). What the filing does not say: KIKA valuation or business metrics; sponsor promote or founder-share treatment; outside closing date calendar day; PIPE or financing; expected redemptions; and any change to unit/right economics beyond the existing 1/8 right.

Conversion 1/8