What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-07-18 · 162 added, 134 removed, 800 unchanged (27% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

As of June 30, 2025 (Unaudited)

As of September 30, 2025 (Unaudited)

and December 31, 2024

Currency expressed in United States dollars (“US$”), except for number of shares

September 30,

Current assets

8 unchanged sentences

Due to related parties

Over-allotment liability

Total current liabilities

3 unchanged sentences

Shareholders’ Equity:

Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 1,747,325 and 1,437,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1)

Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 1,708,575 and 1,437,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (1)

Additional paid-in capital

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TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY

The number includes up to 38,750 and 187,500 ordinary shares subject to

forfeiture if the over-allotment option is not exercised in full or in part by the underwriters as of June 30, 2025 and

December 31, 2024, respectively (see Note 5).

The number includes up to nil and 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full

or in part by the underwriters as of September 30, 2025 and December 31, 2024, respectively.

On May 30, 2025, the underwriters partially

exercised their over-allotment option to purchase an additional 595,000 units at a purchase price of $10.00 per Unit.

On July 13, 2025,

the underwriters forfeited their option to purchase an additional 155,000 units and as a result, 38,750 Founder Shares were forfeited

(see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

WINTERGREEN ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the six months and three months ended June 30, 2025 and the period from April 29, 2024 (inception)

through June 30, 2024 (Unaudited)

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

For the nine months ended September 30, 2025 and

the period from April 29, 2024 (inception)

through September 30, 2024 and for the three months

ended September 30, 2025 and 2024 (Unaudited)

Currency expressed in United States dollars (“US$”), except for number of shares

Three Months Ended

April 29, 2024

(Inception) Through

Six Months Ended

Nine Months Ended

April 29, 2024

(Inception) Through

September 30,

Formation and operating costs

2 unchanged sentences

Loss from operations

Other income/(loss):

Other income:

Interest income

2 unchanged sentences

Total other income

Income before income taxes

Income/(loss) before income taxes

Income taxes provision

Net income/(loss)

Other comprehensive income

Comprehensive income

Basic weighted average ordinary shares outstanding, redeemable ordinary shares

Basic earnings per ordinary share, redeemable ordinary shares

Basic weighted average ordinary shares outstanding, non-redeemable ordinary shares (1)

Basic loss per ordinary share, non-redeemable ordinary shares

Comprehensive income/(loss)

diluted weighted average ordinary shares outstanding, redeemable ordinary shares

2 unchanged sentences

diluted loss per ordinary share, non-redeemable ordinary shares

The numbers for the six and three months ended June 30, 2025 exclude up to 38,750 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

the six months ended June 30, 2025 and the period from April 29, 2024 (inception) through June 30, 2024 (Unaudited)

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

the nine months ended September 30, 2025 and the period from April 29, 2024 (inception) through September 30, 2024 (Unaudited)

expressed in United States dollars (“US$”), except for number of shares

the three and six months ended June 30, 2025

For the three and nine months ended September 30, 2025

Ordinary Shares

Shareholder’s

Shareholders’

Balance as of January 1, 2025

8 unchanged sentences

Balance as of June 30, 2025 (Unaudited)

number include up to 187,500, 187,500 and 38,750 ordinary shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters as of January 1, 2025, March 31, 2025 and June 30, 2025, respectively (see Note 5).

the period from April 29, 2024 (inception) through June 30, 2024

of Founder Shares

of ordinary share subject to redemption value

( 1,793,523 )

( 2,359,965 )

Balance as of September 30, 2025 (Unaudited)

(1) The number include up to 187,500, 187,500, 38,750 and nil ordinary shares subject to forfeiture if the over-allotment option is not exercised

in full or in part by the underwriters as of January 1, 2025, March 31, 2025, June 30, 2025 and September 30, 2025, respectively (see

the period from April 29, 2024 (inception) through September 30, 2024

Ordinary Shares

Shareholder’s

Shareholders’

Balance as of April 29, 2024 (inception)

1 unchanged sentence

Balance as of June 30, 2024 (Unaudited)

of Founder Shares to Sponsor

Balance as of September 30, 2024 (Unaudited)

accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

STATEMENT OF CASH FLOWS

the six months ended June 30, 2025 and the period from April 29, 2024 (inception) through June 30, 2024 (Unaudited)

the nine months ended September 30, 2025 and the period from April 29, 2024 (inception) through September 30, 2024 (Unaudited)

expressed in United States dollars (“US$”)

Six Months Ended

Nine Months Ended

September 30,

April 29, 2024

(Inception) Through

September 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Income earned on marketable securities held in Trust Account

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Cash Flows from Financing Activities:

Proceeds from issuance of ordinary shares to Sponsor

Proceeds from promissory note of related party

Repayment of promissory note to related party

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

For the Six Months ended June 30, 2025

For the Nine Months ended September 30, 2025

Note 1 — Organization and Business Operation

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target with respect to the Business Combination.

As of June 30, 2025 and December 31, 2024, the Company had not commenced any operations.

For the period from April 29, 2024 (inception) through June 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related

As of September 30, 2025 and December 31, 2024, the Company had not commenced any operations.

For the period from April 29, 2024 (inception) through September 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related

to the Initial Public Offering (as defined below).

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(the “Private Placement”, see Note 4).

On July 13, 2025, the

remaining unexercised over-allotment option to purchase up to 155,000 Units at $ 10.00 per Unit were expired and 38,750 Founder Shares

were forfeited along with the expiry of the over-allotment option (see Note 5(i)).

The Company’s initial Business Combination must occur with one or more target businesses that

137 unchanged sentences

Going Concern Consideration

As of June 30, 2025,

As of September 30, 2025,

the Company had $ 1,439,631 in cash and working capital of $ 1,377,744 .

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position, results of operations and cash flows for the periods presented.

of operations for the six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending

of operations for the nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year ending

December 31, 2025 or any other future period.

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Marketable Securities Held in Trust Account

As of June 30, 2025, all of the assets held in the Trust Account were held in U.S.

Treasury Securities

Money Market Funds.

All of the Company’s investments held in the Trust Account are classified as marketable securities.

securities are presented on the condensed balance sheet at fair value at the end of each reporting period.

Gains and losses

resulting from the change in fair value of investments held in Trust Account are included

in income earned on marketable securities held in Trust Account in the condensed statement of operations and comprehensive income.

The estimated fair values of marketable securities held in Trust Account are determined using available market information.

As of June 30, 2025, the estimated fair value of marketable securities held in Trust Account was

$ 56,293,697 .

For the six and three months ended June 30, 2025, the Company recorded income earned on investments held in Trust Account of

As of September 30,

2025, all of the assets held in the Trust Account were held in U.S.

Treasury Securities Money Market Funds.

Company’s investments held in the Trust Account are classified as marketable securities.

Marketable securities are presented

on the condensed balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of investments held in Trust Account are included in income earned on marketable securities held in Trust Account in the

condensed statement of operations and comprehensive income.

The estimated fair values of marketable securities held in Trust Account

are determined using available market information.

As of September 30, 2025, the estimated fair value of marketable securities

held in Trust Account was $ 56,875,827 .

For the nine and three months ended September 30, 2025, the Company recorded income earned on investments held in Trust Account

and $ 582,130 , respectively.

Concentration of Credit Risk

22 unchanged sentences

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods

ASC Topic 820 “Fair Value Measurements” defines fair value, the methods

used to measure fair value and the expanded disclosures about fair value measurements.

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Schedule of assets and liabilities that are measured at fair value on a recurring basis

September 30,

Marketable securities held in Trust Account

Over-allotment liability

Ordinary Shares Subject to Possible Redemption

28 unchanged sentences

has to complete a Business Combination.

For the six and three months ended June 30, 2025, the Company recorded accretion of ordinary share subject to redemption value

of $ 517,668 .

For the nine and three

months ended September 30, 2025, the Company recorded accretion of ordinary share subject to redemption value of $ 2,877,633

and $ 2,359,965 , respectively.

Ordinary shares subject to possible redemption reflected in the condensed balance

7 unchanged sentences

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption as of June 30, 2025 (Unaudited)

Ordinary shares subject to possible redemption as of September 30, 2025 (Unaudited)

Over-allotment Option

3 unchanged sentences

Upon the closing of the IPO on May 30, 2025, the over-allotment option was granted and represented the option to purchase up

to 155,000 Units at $10.00 per Unit, which would expire on July 13, 2025.

to 155,000 Units at $10.00 per Unit, which were expired on July 13, 2025.

The Company used Binomial option pricing model in the determination of the fair

8 unchanged sentences

July 13, 2025

On May 30, 2025 and June 30, 2025, the fair value of the over-allotment liability were $ 39,900 and $ 47,200 , respectively, and loss from change in fair value of over-allotment liability of $ 7,300 was recorded for the six and three months ended June 30, 2025.

On May 30, 2025,

June 30, 2025 and September 30, 2025, the fair value of the over-allotment liability were $ 39,900 ,

$ 47,200 and 0

nil, respectively, and gain from change in fair value of over-allotment liability of $ 39,900

was recorded for the nine and three months ended September 30, 2025, respectively.

Related Parties

27 unchanged sentences

securities and are included in diluted shares outstanding (if dilutive).

Diluted EPS is calculated under the treasury stock method and the two-class method.

The calculation that results in the lowest diluted EPS amount for the redeemable/non-redeemable shares is reported in the Company’s condensed statements of operations and comprehensive income.

The treasury stock method includes the dilutive effect of potential redeemable/non-redeemable shares including unvested stock-based awards.

Potential redeemable shares associated with the over-allotment options are computed under the if-converted method.

For the six and three months ended June 30, 2025, the effect of diluted securities was 12,163.

Net income (loss) used in the calculation of basic EPS is based on the following:

Diluted EPS is calculated

under the treasury stock method and the two-class method.

The calculation that results in the lowest diluted EPS amount for the redeemable/non-redeemable

shares is reported in the Company’s condensed statements of operations and comprehensive income.

The treasury stock method includes

the dilutive effect of potential redeemable/non-redeemable shares including unvested stock-based awards.

Potential redeemable shares associated

with the over-allotment options are computed under the if-converted method.

For the nine and three months ended September 30, 2025, the

Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock

and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share

for the period presented.

Net income (loss) used in

the calculation of basic and diluted EPS is based on the following:

of Net income (loss) used in the calculation of basic and dilute EPS

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Accretion of redeemable ordinary shares to redemption value

Net loss including accretion of redeemable ordinary shares to redemption value

Basic EPS per share presented in the unaudited condensed statement of operations and comprehensive

income is based on the following:

Schedule of unaudited condensed statement of operations and comprehensive

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

Ordinary Share

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Allocation of net loss

( 1,793,523 )

( 2,273,039 )

$ ( 201,545 )

$ ( 277,971 )

Accretion of redeemable ordinary shares to redemption value

Allocation of net income (loss)

$ ( 170,704 )

$ ( 277,971 )

Denominators:

Weighted-average ordinary shares outstanding

Basic earnings (loss) per share

Net income (loss) used in the calculation of diluted EPS is based on the following:

Three Months Ended

Six Months Ended

Accretion of redeemable ordinary shares to redemption value

accretion of ordinary share subject to redemption value of participating securities considered potentially dilutive

Net loss including accretion of redeemable ordinary shares to redemption value

Diluted EPS per share presented in the unaudited condensed statement of operations and comprehensive

income is based on the following:

Basic and diluted EPS per

share presented in the unaudited condensed statement of operations and comprehensive income/(loss) is based on the following:

Schedule of unaudited condensed statement of operations and comprehensive

Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

September 30,

Nine Months Ended

September 30,

Ordinary Share

15 unchanged sentences

Weighted-average ordinary shares outstanding

Diluted earnings (loss) per share

Basic and diluted earnings (loss) per share

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

17 unchanged sentences

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could

8 unchanged sentences

materially change over the next twelve months.

There is currently no taxation imposed on income by the Government of the Cayman Islands

for the six and three months ended June 30, 2025 and for the period from April 29, 2024 (inception) through June 30, 2024.

There is currently no taxation

imposed on income by the Government of the Cayman Islands for the nine months ended September 30, 2025 and for the period from April 29,

2024 (inception) through September 30, 2024 and for the three months ended September 30, 2025 and 2024.

Recent Accounting Pronouncements

79 unchanged sentences

(i) Founder Shares

On December 27, 2024, the sponsor acquired 1,437,500 ordinary shares (“Founder shares”) for an

aggregate purchase price of $25,000.

As of June 30, 2025 and December 31, 2024, there were 1,437,500 and 1,437,500 Founder shares issued and outstanding,

among which, up to 38,750 and 187,500 Founder Shares are subject to forfeiture if

the underwriters’ over-allotment is not exercised in full, respectively.

On December 27, 2024,

the sponsor acquired 1,437,500 ordinary shares (“Founder shares”) for an aggregate purchase price of $ 25,000 .

187,500 Founder

Shares are subject to forfeiture to the extent that underwriter’s over-allotment option is not exercise in full or in part.

On May 30, 2025, the underwriters

exercised 595,000 over-allotment options out of total 750,000 with remaining unexercised of 155,000 .

On July 13, 2025, the remaining

over-allotment options to purchase 155,000 Units were expired.

Accordingly, 38,750 Founder Shares were forfeited as the result.

As of September 30, 2025 and December 31, 2024, there were 1,398,750 and 1,437,500 Founder Shares issued and outstanding,

among which, up to nil and 187,500 Founder Shares are subject to forfeiture.

The sponsor has agreed not to transfer, assign or sell their Founder Shares (excluding any units or shares comprising the units acquired in the offering) until

23 unchanged sentences

Shortly after completion of the IPO, the promissory note was fully repaid.

As of June 30, 2025, no amounts under the Promissory Note have been drawn.

As of September 30, 2025, no amounts under the Promissory Note have been drawn.

(iii) Working Capital Loans

13 unchanged sentences

be identical to the Placement Units.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

(iv) Administrative Support Services

5 unchanged sentences

monthly fees.

For the six and three months ended June 30, 2025, the Company has accrued $ 10,333 for the service provided by the Sponsor.

As of June 30, 2025 and December 31, 2024, the balance of amount due to a related party were $ 10,333 and 0 $nil, respectively.

For the nine and three

months ended September 30, 2025, the Company has accrued $ 41,000

and $30,667 for the service provided by the Sponsor.

As of September 30, 2025 and December 31, 2024, the balance of amount due to a related party were $ 41,000 and 0 $nil, respectively.

Balance with the related party:

Schedule of Balance with the related party

September 30,

Amount due to the related party:

6 unchanged sentences

Ordinary Shares

The Company is authorized to issue 500,000,000 ordinary shares with a par value of

$ 0.0001 per share.

On April 29, 2024, the Company issued 1 ordinary share to Ogier Global Subscriber (Cayman) Limited

(the “Subscriber”).

On May 14, 2024, the Subscriber transferred 1 ordinary share to the sponsor, meanwhile, the

Company issued 9,999 ordinary shares to the Sponsor for an aggregate purchase price of $1.

On December 27, 2024, the Company issued 1,437,500 ordinary shares to the Sponsor including an aggregate of 187,500 shares that are subject to forfeiture to

the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholder

will own 20% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and Representative Shares (as described below) and assuming the initial shareholder does not purchase any shares in the IPO).

Meanwhile, the Sponsor irrevocably surrendered to the Company for cancellation and for nil consideration

of 10,000 ordinary shares.

The Company is authorized

to issue 500,000,000

ordinary shares with a par value of $ 0.0001

On April 29, 2024, the Company issued 1 ordinary share to Ogier Global Subscriber (Cayman) Limited (the

“Subscriber”).

On May 14, 2024, the Subscriber transferred 1 ordinary share to the sponsor, meanwhile, the Company

issued 9,999 ordinary shares to the Sponsor for an aggregate purchase price of $1.

On August 20, 2024, the Sponsor made capital

contribution of $ 25,000 to the Company in order to purchase Founder Shares.

On December 27, 2024, the Company issued 1,437,500

ordinary shares to the Sponsor including an aggregate of 187,500 shares that are subject to forfeiture to the extent that the

underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholder will own 20% of the

Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares and Representative Shares (as

described below) and assuming the initial shareholder does not purchase any shares in the IPO).

Meanwhile, the Sponsor irrevocably

surrendered to the Company for cancellation and for nil consideration of 10,000 ordinary shares.

On May 30, 2025, the Company consummated its IPO of 5,000,000 units at $ 10.00 per Unit, with

15 unchanged sentences

and their officers, partners, registered persons or affiliates.

As of June 30, 2025, as a result of closing of the IPO, the exercise of the Representative’s over-allotment Option in part and the sales of Placement Units in the private placement,

As of September 30, 2025, as a result of closing of the IPO, the exercise of the Representative’s over-allotment Option in part and the sales of Placement Units in the private placement,

there were 7,303,575 ordinary shares issued and outstanding, including 5,595,000 ordinary

4 unchanged sentences

placement and 55,950 ordinary shares to the underwriter.

As of June 30, 2025, 38,750 ordinary shares were subject to forfeiture as the over-allotment option

is not exercised in full by the underwriters.

As of June 30, 2025, there were 5,595,000 public rights included in the Public Units and 253,875

As of September 30, 2025, there were 5,595,000 public rights included in the Public Units and 253,875

private rights include in the Placement Units outstanding.

41 unchanged sentences

IPO to purchase up to an additional 750,000 units to cover over-allotments at the

As of May 30, 2025, the over-allotment options were exercised in part, and 595,000 Units, at

On May 30, 2025, the over-allotment options were exercised in part, and 595,000 Units, at

$10.00 per Unit were sold, generating gross proceeds of $5,595,000 and deposited into

the Trust Account.

On July 13, 2025, the remaining over-allotment options to purchase 155,000 Units were expired.

The underwriters were entitled to an underwriting discount of 4.0% of the gross proceeds

25 unchanged sentences

Schedule of net income loss

September 30,

Marketable securities held in Trust Account

1 unchanged sentence

Three Months Ended

April 29, 2024

(Inception) Through

Six Months Ended

September 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

April 29, 2024

(Inception) Through

September 30,

Operating expenses

14 unchanged sentences

All of the Company’s operating long-lived assets, including marketable securities held in Trust Account, were located in U.S.

as of June 30, 2025 and December 31, 2024.

as of September 30, 2025 and December 31, 2024.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance

sheet date through the date of these unaudited condensed financial statements were

Other than as described in the unaudited condensed financial statements, the Company did not identify any subsequent events that would require adjustment

or disclosure in the financial statements.

On July 13, 2025, the remaining unexercised over-allotment option to purchase up to 155,000 Units at $10.00 per Unit were expired and 38,750 ordinary shares were forfeited along with the expiry of the over-allotment option.

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date through the date of these unaudited condensed

financial statements were issued and the Company did not

identify any subsequent events that would require adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements