Wintergreen Acquisition Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. 29 We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 30 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers Our current directors and executive officers are as follows: Name Age Position Yongfang (“Fayer”) Yao 56 Chief Executive Officer and Chairman of the Board Bingzhao Tan 39 Chief Financial Officer and Director Xiangxiang Wei 38 Independent Director Ru Ding 37 Independent Director Caihong Chen 52 Independent Director Yongfang (“Fayer”) Yao, Chief Executive Officer and Chairman of the Board of Directors. Yongfang (“Fayer”) Yao, Chief Executive Officer and Chairman of the Board of Directors. Mr. Yao is a seasoned technology executive with extensive experience in the virtual reality (VR) industry. He possesses a deep understanding of VR hardware and software, having worked with leading organizations like iFlytek’s Southern Research Institute. Mr. Yao is the author of the best-selling book “Virtual Reality Basics and Practice” (2018), a widely recognized resource in the VR field. Mr. Yao founded Shenzhen Yihaiyun Technology Co., Ltd. in January 2019 and has served as the company’s CEO. Yihaiyun focuses on the research and application of metaverse virtual education. The company’s business includes the development of hardware products such as virtual teaching VR/AR headsets, virtual teaching content, and software technology services. From March 2017 to December 2018, Mr. Yao served as the general manager of the independent business division at Shenzhen Yutaitong Electronic Technology Co., Ltd., focusing on the development of community correction bracelets and VR virtual reality hardware solutions. From July 2015 to February 2017, Mr. Yao served as the general manager of the VR division at Shenzhen Magic Eye Technology Co., Ltd., providing hardware product solutions with proprietary intellectual property rights, supporting software platforms, and focusing on virtual reality and education solutions. From February 2001 to May 2015, Mr. Yao worked at Yulong Computer Communication Technology (Shenzhen) Co., Ltd. and Shenzhen Tongzhou Electronics Co., Ltd., focusing on overseas markets and global brands, conducting product and technology exchanges with world-class ICT companies, and responsible for global procurement and business negotiations. Mr. Yao holds a Master of Arts degree in Foreign Linguistics and Applied Linguistics from Central South University. Bingzhao Tan, Chief Financial Officer and Director. Over the course of Mr. Tan’s career, he has managed institutional financing projects in the aggregate amount of up to 1 billion RMB (approximately USD $154 million). Mr. Tan currently serves as Vice President at Ginkgo Gofar Group Co., Ltd., a role he has held since August 2016. At Ginkgo, Mr. Tan is responsible for institutional financing, including the design and management of external financing products, bridge loans, stock pledges, and other investment vehicles. Prior to Ginkgo, Mr. Tan served as Corporate Account Manager and Product Manager of Private Banking Center successively at Industrial and Commercial Bank of China Shenzhen Branch (ICBC) from May 2011 to July 2016, during which he provided investment and financing advisory services for high net worth clients. Within this role, Mr. Tan was also responsible for due diligence and recommendation of standardized securities investment projects. At ICBC, Mr. Tan worked closely with funds, brokerages, trusts and other tripartite institutions, handling projects with a scale of over 3 billion RMB (approximately USD $462 million). He was also responsible for marketing and the selection of special account financial products and non-standardized assets. In addition, Mr. Tan has developed customers for multiple A-share listed companies, and he is familiar with various on-balance sheet and off-balance sheet financing businesses. Mr. Tan holds a Bachelor of Science degree in Mathematics and Computer Science from the University of Bath and a Master of Science degree in Marketing Management from Loughborough University. 31 Our Independent Director Nominees We believe that our independent directors will provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. Caihong Chen, Independent Director, Chair of the Audit Committee. Ms. Chen, an investment and banking professional who brings nearly 25 years of financial experience to the Company resides in China. Currently, Ms. Chen currently serves the General Manager at Increase Family Office, a role Ms. Chen has held since August 2016. She is also serving as the Chief Financial Officer of Future Vision II Acquisition Corp., a blank check company similar to our company, since March 2024. Ms. Chen served as a Vice President of Operations in the Marketing Department of CITIC Trust Co., Ltd. from 2012 to 2016. Prior to her tenure at CITIC, she served in the capacity of Sub-Branch Manager at two mainland China branches of the China Construction Bank from 2000 to 2012, where she accumulated extensive banking and finance experience. Ms. Chen has invested in various companies in the U.S. and Hong Kong, which later became public, most notably, including investment in Uber (NYSE: UBER), Meten EdtechX Education (NASDAQ: METX) and Razer (01337.HK). Ms. Chen holds a Bachelor of Art degree in Chinese Linguistics & Literature from Guangzhou Normal University and holds qualifications as an Associate Financial Planner (AFP), and various professional certifications including the Securities Qualification Certificate, Foreign Currency Qualification Certificate and Accounting Certificate. Ru Ding, Independent Director, Chair of the Compensation Committee and Member of the Audit Committee. Ms. Ding has keen market insight and forward-looking strategic thinking, and has accumulated profound professional knowledge and rich practical experience in the fields of big data and digital economy. In 2022, Ms. Ding obtained a doctorate in technical economics and management from the Department of Quantitative Economics and Technical Economics of the Chinese Academy of Social Sciences, focusing on interdisciplinary research in multiple fields such as big data, digital economy, and industrial economics. Since March 2019, Ms. Ding currently serves as the deputy secretary-general of the Shandong Technology Market Association. She is good at integrating innovative resources, expanding innovative business, innovative industrial planning and industrial economy, and participating in relevant innovative research and industrial resource docking in the application of virtual reality technology. From April 2016 to March 2019, Ms. Ding worked at Shandong University, responsible for project cooperation and management, intellectual property management and operation, and accumulated rich experience in project management and industry-university-research cooperation. From August 2012 to September 2013, Ms. Ding worked at State Grid Shandong Yangxin County Power Supply Company, responsible for financial management, and accumulated solid financial management and practical experience. Ms. Ding holds a Bachelor degree of Engineering in Communications Engineering from Northeast Electric Power University and a Bachelor degree of Management in Corporate Management from Northeast Normal University, as well as a Master degree of Laws in Basic Principles of Marxism from Northeast Electric Power University. 32 Xiangxiang Wei, Independent Director, Member of the Audit Committee and Compensation Committee. Mr. Wei has more than 10 years of experience in the manufacturing and robotics fields, and has accumulated profound professional knowledge and practical experience in technological innovation, industrial services, and talent training. Since July 2024, Mr. Wei currently serves as the Chairman of Shenzhen Yucheng Manufacturing Modern Service Innovation Center, responsible for the overall management of the innovation center, promoting the deep integration of manufacturing and modern service industries, and enhancing the innovation capabilities and competitiveness of the manufacturing industry. Since October 2020, Mr. Wei currently serves as the director of the China Metrology Certification CMA Robot Intelligent Equipment Inspection and Testing Laboratory, leading the laboratory’s daily operations and technology research and development work, ensuring the laboratory’s leading position in the field of robot intelligent equipment inspection and testing, and promoting relevant standards formulation and improvement. Since March 2019, Mr. Wei currently serves as the executive director of the Shenzhen Baoan District Intelligent Manufacturing Equipment Industry Science and Technology Service Center, participating in the management of the service center, promoting the development of the intelligent manufacturing equipment industry, and promoting industry-university-research cooperation and technological innovation. Since December 2013, Mr. Wei currently serves as the Secretary-General of Shenzhen Robot Technology Society, responsible for the daily operations and management of Shenzhen Robot Technology Society, organizing academic exchanges, technical training and industry activities, and promoting the development and application of robot technology. Mr. Wei holds a bachelor’s degree in political science and administration from Ocean University of China. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Xiangxiang Wei, Ru Ding, and Caihong Chen are “independent directors,” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. 33 After the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors We have three standing committees: an audit committee, a compensation committee and a corporate governance committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the corporate governance committee of a listed company be comprised solely of independent directors. Audit Committee A listed company of the Nasdaq must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3. We have an audit committee of the board of directors Xiangxiang Wei, Ru Ding, and Caihong Chen serve as members of our audit committee. Our board of directors has determined that each of Xiangxiang Wei, Ru Ding, and Caihong Chen meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Ms. Caihong Chen serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that each qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: We adopted an audit committee charter, which will detail the principal functions of the audit committee, including: ● appointing, compensating and overseeing our independent registered public accounting firm; ● reviewing and approving the annual audit plan for the company and assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; 34 ● discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; ● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ● appointing or replacing the independent registered public accounting firm; ● establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; ● monitoring our environmental sustainability and governance practices; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ● approving audit and non-audit services provided by our independent registered public accounting firm; ● discussing earnings press releases and financial information provided to analysts and rating agencies; ● discussing with management our policies and practices with respect to risk assessment and risk management; ● reviewing any material transaction between us and our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and ● producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. Compensation Committee Xiangxiang Wei, Ru Ding, and Caihong Chen. Mr. Xiangxiang Wei serve as members of our compensation committee, with Ms. Ru Ding serving as the chairman of the compensation committee. Under Nasdaq listing standards and governance rules and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. We adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; 35 ● reviewing and making recommendations to our board of salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company’s ordinary shares under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; ● making recommendations to the board of directors with respect to incentive compensation programs and equity-based plans that are subject to board approval; ● approving any employment or severance agreements with our Section 16 Officers; ● granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers; ● approving the compensation of our directors; and ● producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations. Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to our Initial Public Offering to be paid either prior to or in connection with our initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our Amended and Restated Memorandum and Articles of Association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year have not served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. 36 Code of Ethics We adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our audit and compensation committee charters are filed as exhibits to our Registration Statement. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law, directors owe the following fiduciary duties: (i) duty to act in good faith in what the director believes to be in the best interests of the Company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (v) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Ms. Caihong Chen, our independent director and Chair of the Audit Committee is currently involved with another SPAC, and Ms. Chen has a pre-existing fiduciary obligation to present potential target businesses to such SPAC. In addition, our sponsor and our officers and directors or any of their affiliates may sponsor or form other special purpose acquisition companies similar to ours, may pursue other business or investment ventures during the period in which we are seeking an initial business combination, or may be involved with entities in the technology, media, and telecommunications industries, which are industries in which we intend to seek a business combination target. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may be or become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. While there is no formal commitment to proceed in this manner, Ms. Chen, our independent director and Chair of the Audit Committee, to the extent that she is presented with opportunity that would benefit a SPAC, plans to give the first suitable opportunity to Future Vision II Acquisition Corp in the sequence which is currently listing on Nasdaq and the second suitable opportunity to us. While there is no formal commitment to proceed in this manner, we expect that our company will have priority over any other special purpose acquisition companies (if any) subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination. While neither us nor certain other SPACs limit acquisition opportunity to a specific industry or geographic region, we and other SPACs have different criteria and priority for selecting suitable opportunities and the background, experience and resources of management as a whole vary significantly among us and other SPACs. In addition, Messrs. Yao, Tan, Ding, and Wei have indicated that the entities to which they owe respective fiduciary or contractual duties do not materially conflict with their respective roles with Wintergreen Acquisition Corp. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. As a result, we do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or to complete our initial business combination. 37 Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other current material management relationships: Individual (1) Entity (2) Entity’s Business Affiliation Yongfang (“Fayer”) Yao Shenzhen Yihaiyun Technology Co., Ltd. Metaverse virtual education, VR/AR headsets, virtual teaching content, software technology services Founder, CEO Bingzhao Tan Ginkgo Gofar Group Co., Ltd. Financial services, including institutional financing, bridge loans, stock pledges, and other investment vehicles Vice President Ru Ding Shandong Technology Market Association Technology market development and promotion Deputy Secretary-General Xiangxiang Wei Shenzhen Yucheng Manufacturing Modern Service Innovation Center Manufacturing and modern service industry integration Chairman China Metrology Certification CMA Robot Intelligent Equipment Inspection and Testing Laboratory Robot intelligent equipment inspection and testing Director Shenzhen Baoan District Intelligent Manufacturing Equipment Industry Science and Technology Service Center Intelligent manufacturing equipment industry development Executive Director Shenzhen Robot Technology Society Robotics technology development and application Secretary-General Caihong Chen Increase Family Office Investment management and family office services General Manager Future Vision II Acquisition Corp. Blank check company Chief Financial Officer (1) Each person has a fiduciary duty with respect to the listed entities next to their respective names. (2) Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his or her obligations and the presentation by each such individual of business opportunities. If any of the above executive officers and directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that ordinarily renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view. In the event that we submit our initial business combination to our public shareholders for a vote, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares or placement shares held by them and any public shares purchased during or after the offering (including in open market and privately negotiated transactions) in favor of our initial business combination. 38 Potential investors should also be aware of the following other potential conflicts of interest: ● Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. ● Our sponsor purchased founder shares prior to the date of this prospectus and will purchase placement units in a transaction that will close simultaneously with the closing of this offering. ● Our sponsor, directors and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, placement shares, and any public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within the period to consummate the initial business combination. Additionally, our sponsor has agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within the prescribed time frame. Except as described herein, our sponsor and our executive officers have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (a) 180 days after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. ● Members of our management team and our directors will directly or indirectly own founder shares and/or private placement securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The nominal price of $0.017 per share ($25,000 in aggregate) that our sponsor, executive officers, and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers, and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the period to consummate the initial business combination, the founder shares and private placement units will expire worthless, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. ● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. 39 ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. ● If we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our intended initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our intended initial business combination as any such fee may not be paid unless we consummate such business combination. ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an intended initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our intended initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. We pay affiliate of our sponsor $10,000 per month for office space and administrative and personnel services. In the event that following this offering we obtain working capital loans from our sponsor to finance transaction costs related to our initial business combination, up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per units at the option of our sponsor. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on one hand, and purchasers in this offering on the other. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and our sponsor and the members of our management team have agreed to vote any shares purchased during or after the offering, in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our Amended and Restated Memorandum and Articles of Association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. 40 We believe that these provisions, the insurance, and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 11. EXECUTIVE COMPENSATION Executive Compensation None of our officers or directors have received or, prior to our initial business combination, will receive any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, utilities and secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. Additionally, certain directors may receive additional compensation in the form of equity interests of the Sponsor for their services. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. 41 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Share beneficially owned by them. The following table does not reflect beneficial ownership of the rights included in the units offered by this proxy statement or the included the private placement as these rights are not convertible within 60 days of the date of this proxy statement. Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Ordinary Shares Greater than 5% Holders MACRO DREAM Holdings Limited (2) 1,652,625 22.62 % Directors and Named Executive Officers Yongfang (“Fayer”) Yao Bingzhao Tan Xiangxiang Wei Ru Ding Caihong Chen All executive officers and directors as a group (5 individuals) (1) Unless otherwise noted, the business address of each of our principal shareholders is Room 8326, Block B, Hongxiang Cultural and Creative Industrial Park, 90 Jiukeshu West Road, Tongzhou District, Beijing. (2) Our sponsor is the record holder of such shares. Yongfang “Fayer” Yao is the sole managing member of our sponsor and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Yao disclaims any beneficial ownership of the securities held by our sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Founder Shares On December 27, 2024, our sponsor paid an aggregate of $25,000, or approximately $0.017 per share, in connection with the subscription by it for 1,437,500 founder shares, par value $0.0001. The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately 20% of the outstanding shares upon completion of this offering (excluding the placement units and underlying securities). Up to 187,500 founder shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. 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. Our 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 the earlier to occur of (a) 180 days after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, directors and executive officers with respect to any Founder Shares. 42 Private Placement Simultaneously with the closing of our IPO, our Sponsor purchased an aggregate of 253,875 Placement Units at a price of $10.00 per Placement Unit raising $2,538,750 in the aggregate. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Private Placement Units are identical to the Public Units sold in this IPO, subject to limited exceptions. The holder of the Private Placement Units will be entitled to registration rights. In addition, these Private Placement Units may not, subject to certain limited exceptions, be redeemable, transferred, assigned or sold until the later of the completion of our initial business combination or 15 months following the closing of the IPO. Administrative Service Arrangements Commencing on the effective date of the registration statement of our IPO, we have agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. For the year ended December 31, 2025, we have accrued $71,667 for the service provided by the Sponsor and as of December 31, 2025, we had amount due to related parties of $71,667. The amount due to related parties is non-interest bearing and due on demand. Conflicts of Interest If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Promissory Note - Related Party On August 20, 2024, we issued a promissory note to our Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $475,000 to be used for a portion of the expenses for our IPO. This loan was non-interest bearing, unsecured and was due at the earlier of (1) March 31, 2025 or (2) the closing of our IPO. The loan was fully drawn and was repaid upon the closing of our IPO out of the offering proceeds not held in the Trust Account. As of December 31, 2025, no amounts under the promissory note have been drawn. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we will repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of the loans made by our sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. The terms of such loans by, our sponsor, our officers and directors, or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, our officers and directors or an affiliate of theirs as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 43 After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We will enter into a registration rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the founder shares. As of December 31, 2025, we had no borrowings under the working capital loans. Registration Rights The holders of the founder shares and private placement units (and their underlying securities) are entitled to registration rights pursuant to the registration rights agreement signed on the effective date of our IPO, requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements. Policy for Approval of Related Party Transactions We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. Before the consummation of this offering, our audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. An affirmative vote of a majority of the members of the audit committee, present at a meeting at which a quorum is present, will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from either an independent investment banking firm that is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. 44 Except as provided herein, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination: ● Repayment of up to an aggregate of $475,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment to MACRO DREAM Holdings Limited, our sponsor, of $10,000 per month, for up to 15 months (subject to extension up to an additional nine months), for office space, utilities and secretarial and administrative support; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● Repayment of non-interest-bearing loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which in the opinion of the Company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Xiangxiang Wei, Ru Ding, and Caihong Chen are “independent directors,” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The firm of ZH CPA, LLC, or ZH, currently acts as our independent registered public accounting firm. The following is a summary of fees paid to ZH for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by ZH in connection with regulatory filings. The aggregate fees billed by ZH for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025 totaled $80,000. Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay ZH for consultations concerning financial accounting and reporting standards for the year ended December 31, 2025. 45 Tax Fees . For the year ended December 31, 2025, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . For the year ended December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our Audit Committee was formed upon the consummation of our initial public offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 46 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES (a) The following documents are filed as part of this report: Exhibit No. Description 1.1* Underwriting Agreement, dated as of May 28, 2025, between the Company and D. Boral Capital LLC., as representative of the underwriters (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 29, 2025) 2.1* Merger Agreement, dated as of November 17, 2025, among Wintergreen Acquisition Corp., Wintergreen Acquisition Merger Subsidiary Corp., and KIKA Technology Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 17, 2025). 3.1* Amended and Restated Memorandum and Articles of Association. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on May 29, 2025). 4.1* Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to our Registration Statement (No. 333-286795) filed with the SEC on May 16, 2025). 4.2* Specimen Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 to our Registration Statement 333-286795 filed with the SEC on May 16, 2025). 4.3* Specimen Rights Certificate(incorporated by reference to Exhibit 4.4 to our Registration Statement 333-286795 filed with the SEC on May 16, 2025). 4.4* Rights Agreement, dated as of May 28, 2025, between the Company and Transhare Corporation, as rights agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 29, 2025) 4.5** Description of Securities 10.1* Promissory Note, dated as of August 20, 2024 issued to MACRO DREAM Holdings Limited (incorporated by reference to Exhibit 10.5 to our Registration Statement (No. 333-286795) filed with the SEC on May 16, 2025). 10.2* Insider Letter Agreement, dated as of May 28, 2025, among the Company, MACRO DREAM Holdings Limited and each director and officer of the Company. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 29, 2025) 10.3* Investment Management Trust Agreement, dated as of May 15, 2025, between the Company and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on May 29, 2025). 10.4* Registration Rights Agreement, dated as of May 28, 2025, among the Company, MACRO DREAM Holdings Limited. and D. Boral Capital LLC. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on May 29, 2025). 10.5* Placement Unit Purchase Agreement, dated as of May 27, 2025, between the Company and MACRO DREAM Holdings Limited. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 29, 2025) 10.6* Form of Indemnity Agreement. (incorporated by reference to Exhibit 10.4 to our Registration Statement (No. 333-286795) filed with the SEC on May 16, 2025). 10.7* Administrative Services Agreement, dated as of May 27, 2025, between the Company and MACRO DREAM Holdings Limited. (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on May 29, 2025) 14.1* Form of Code of Ethics. (incorporated by reference to Exhibit 14 to our Registration Statement (No. 333-286795) filed with the SEC on May 16, 2025). 47 Exhibit No. Description 31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2** Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1*** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 97.1** Clawback Policy. 101.INS** Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) 101.SCH** Inline XBRL Taxonomy Extension Schema 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB** Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Previously filed. ** Filed herewith. *** Furnished herewith. Item 16. FORM 10-K SUMMARY None. 48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the Cayman Islands, on February 27, 2026. WINTERGREEN ACQUISITION CORP. By: /s/ Yongfang “Fayer” Yao Name: Yongfang “Fayer” Yao Title: Principal Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Annual Report has been signed below by the following persons in the capacities and on the dates indicated. Signature Position Date /s/ Yongfang “Fayer” Yao Principal Executive Officer and Director February 27, 2026 Yongfang “Fayer” Yao (Principal Executive Officer) /s/ Bingzhao Tan Chief Financial Officer February 27, 2026 Bingzhao Tan (Principal Financial and Accounting Officer) /s/ Xiangxiang Wei Independent Director February 27, 2026 Xiangxiang Wei /s/ Ru Ding Independent Director February 27, 2026 Ru Ding /s/ Caihong Chen Independent Director February 27, 2026 Caihong Chen 49 WINTERGREEN ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 6413) F-2 Consolidated Balance Sheet as of December 31, 2025 and 2024 F-3 Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024 F-4 Consolidated Statement of Changes in Shareholders’ Equity for the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024 F-5 Consolidated Statement of Cash Flows for the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 – F-23 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Wintergreen Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Wintergreen Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year then ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph — Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has until May 30, 2027 to consummate the Initial Business Combination. If a business combination is not consummated by this date (unless extended in accordance with the Company’s governing documents as described in Note 1), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the need to satisfy this mandatory liquidation, should a business combination not occur, and the potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ ZH CPA, LLC We have served as the Company’s auditor since 2025. Denver, Colorado February 27, 2026 6413 999 18th Street, Suite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us F- 2 WINTERGREEN ACQUISITION CORP. CONSOLIDATED BALANCE SHEETS As of December 31, 2025 and 2024 Currency expressed in United States dollars (“US$”) December 31, 2025 2024 ASSETS Current assets Cash $ 1,324,992 $ 489,701 Prepaid expenses 2,598 - Total current assets 1,327,590 489,701 Non-current assets Marketable securities held in Trust Account 57,425,636 - Total non-current assets 57,425,636 - TOTAL ASSETS $ 58,753,226 $ 489,701 Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Equity Current liabilities Accounts payable and accrued expenses $ 44,178 $ - Due to a related party 71,667 - Promissory note - related party - 475,000 Total current liabilities 115,845 475,000 Total Liabilities 115,845 475,000 Commitments and Contingencies (Note 7) - - Ordinary shares subject to possible redemption, $ 0.0001 par value, 500,000,000 shares authorized, 5,595,000 and nil shares subject to possible redemption as of December 31, 2025 and 2024, respectively 53,323,049 - Shareholders’ Equity: Ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 1,708,575 and 1,437,500 shares issued and outstanding as of December 31, 2025 and 2024, respectively (1) 171 144 Additional paid-in capital 5,314,161 24,856 Accumulated deficit - ( 10,299 ) Total Shareholders’ Equity 5,314,332 14,701 TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY $ 58,753,226 $ 489,701 (1) 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 December 31, 2025 and 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 $10.00 per Unit. On July 13, 2025, the underwriters forfeited their option to purchase an additional 155,000 units and as a result, 38,750 Founder Shares were forfeited (see Note 5). The accompanying notes are an integral part of these consolidated financial statements. F- 3 WINTERGREEN ACQUISITION CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the year ended December 31, 2025 and the period from April 29, 2024 (inception) through December 31, 2024 Currency expressed in United States dollars (“US$”), except for number of shares For the Year Ended For the Period From April 29, 2024 (Inception) Through December 31, 2025 December 31, 2024 Formation and operating costs $ 332,154 $ 10,299 Administrative fee 71,667 - Total operating expenses 403,821 10,299 Loss from operations ( 403,821 ) ( 10,299 ) Other income: Interest income 16,563 - Income earned on marketable securities held in Trust Account 1,335,761 - Change in fair value of over-allotment liability 39,900 - Total other income 1,392,224 - Income (loss) before income taxes 988,403 ( 10,299 ) Income taxes provision - - Net income (loss) 988,403 ( 10,299 ) Other comprehensive income - - Comprehensive income (loss) $ 988,403 $ ( 10,299 ) Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares 3,320,110 - Basic and diluted earnings per ordinary share, redeemable ordinary shares $ 0.68 $ - Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares 1,525,555 1,250,000 Basic and diluted loss per ordinary share, non-redeemable ordinary shares $ ( 0.83 ) $ ( 0.01 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 WINTERGREEN ACQUISITION CORP. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS ’ EQUITY For the year ended December 31, 2025 and the period from April 29, 2024 (inception) through December 31, 2024 Currency expressed in United States dollars (“US$”), except for number of shares Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares (1) Amount Capital Deficit Equity Balance as of April 29, 2024 (inception) - $ - $ - $ - $ - Issuance of ordinary shares to Sponsor 1,437,500 144 24,856 - 25,000 Net loss - - - ( 10,299 ) ( 10,299 ) Balance as of December 31, 2024 1,437,500 $ 144 $ 24,856 $ ( 10,299 ) $ 14,701 Net income - - - 988,403 988,403 Proceeds allocated to Public Rights - - 6,461,922 - 6,461,922 Sale of private placement shares 253,875 25 2,538,725 - 2,538,750 Issuance of representative shares 55,950 6 493,476 - 493,482 Underwriters’ discount - - ( 121,614 ) - ( 121,614 ) Other offering expenses - - ( 29,460 ) - ( 29,460 ) Recognition of over-allotment liability - - ( 39,900 ) - ( 39,900 ) Forfeiture of Founder Shares ( 38,750 ) ( 4 ) 4 - - Accretion of ordinary share subject to redemption value - - ( 4,013,848 ) ( 978,104 ) ( 4,991,952 ) Balance as of December 31, 2025 1,708,575 $ 171 $ 5,314,161 $ - $ 5,314,332 (1) The number include up to nil, 187,500 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 April 29, 2024 (inception), December 31, 2024 and December 31, 2025, respectively (see Note 5). The accompanying notes are an integral part of these consolidated financial statements. F- 5 WINTERGREEN ACQUISITION CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, 2025 and the period from April 29, 2024 (inception) through December 31, 2024 Currency expressed in United States dollars (“US$) For the Year Ended For the Period From April 29, 2024 (Inception) Through December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 988,403 $ ( 10,299 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Income earned on marketable securities held in Trust Account ( 1,335,761 ) - Change in fair value of over-allotment liability ( 39,900 ) - Changes in operating assets and liabilities: Prepaid expenses ( 2,598 ) - Accounts payable and accrued expenses 44,178 - Due to a related party 71,667 - Net Cash Used in Operating Activities ( 274,011 ) ( 10,299 ) Cash Flows from Investing Activities: Purchase of investments held in Trust Account ( 56,089,875 ) - Purchase of time deposit ( 14,000,000 ) - Maturity of time deposit 14,000,000 - Net Cash Used in Investing Activities ( 56,089,875 ) - Cash Flows from Financing Activities: Proceeds from issuance of ordinary shares to Sponsor - 25,000 Proceeds from promissory note of related party - 475,000 Repayment of promissory note to related party ( 475,000 ) - Proceeds from sale of public units through public offerings, net of underwriters’ discount 55,390,500 - Proceeds from ordinary shares issued in private placement 2,538,750 - Payment of offering costs ( 255,073 ) - Net Cash Provided by Financing Activities 57,199,177 500,000 Net Change in Cash 835,291 489,701 Cash, Beginning of Period 489,701 - Cash, End of Period $ 1,324,992 $ 489,701 Supplemental Disclosure of Non-cash Investing and Financing Activities: Issuance of representative shares $ 493,482 $ - Accretion of ordinary shares subject to redemption value $ 4,991,952 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 1 — Organization and Business Operation Wintergreen Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 29, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On November 6, 2025, the Company formed a wholly-owned subsidiary, Wintergreen Acquisition Merger Subsidiary Corp., which is an exempted company incorporated under the laws of the Cayman Islands, for the purpose of consummating a Business Combination. As of December 31, 2025 and 2024, the Company had not commenced any operations. For the period from April 29, 2024 (inception) through December 31, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s founder and sponsor is MACRO DREAM Holdings Limited, a British Virgin Island business company with limited liability (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 28, 2025. On May 30, 2025, the Company consummated its Initial Public Offering of 5,000,000 units (the “Units” and, with respect to the Ordinary Shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $50,000,000 (the “Initial Public Offering”, or “IPO”), and incurring offering costs of $1,308,056. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the Initial Public Offering price to cover over-allotments, if any. On May 29, 2025, the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000. Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares (the “Representative Shares”), and 55,950 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination. Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 253,875 units (the “Placement Units”) to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $ 2,538,750 (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 together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. F- 7 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Following the closing of the IPO on May 30, 2025, an amount of $ 55,950,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less, or in money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, as determined by the Company. The proceeds from this offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the initial business combination, or (2) to public shareholders, until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any ordinary shares sold as part of the units in this offering (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial business combination on August 30, 2026 or up to May 30, 2027 (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s ordinary shares, and (c) the redemption of the Company’s public shares if it has not consummated the business combination within 15 months from the closing of this offering or during any Extension Period, subject to applicable law. Public shareholders who redeem their ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if the Company has not consummated an initial business combination within 15 months from the closing of this offering, with respect to such ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.025 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months from the closing of the Initial Public Offering or during any Extension Period to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within the 15 months from the closing of this offering or during any Extension Period. F- 8 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 The Founder shares except as described below, are identical to the ordinary shares included in the units being sold in this offering, and holders of Founder shares have the same shareholder rights as public shareholders, except that (a) prior to the initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; (b) in a vote to continue the company in a jurisdiction outside of the Cayman Islands, holders of founder shares will have ten votes for every founder share and holders of ordinary shares will have one vote for every ordinary share; (c) the Founder shares are subject to certain transfer restrictions, as described in more detail below; (d) the Company’s initial shareholder has entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within 15 months from the closing of this offering or during any Extension Period, and (B) with respect to any other provisions relating to shareholders’ rights, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares if the Company fails to complete its initial Business Combination within 15 months from the closing of this offering or during any Extension Period, (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame), and are entitled to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder shares, placement shares and any public shares purchased during or after this offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after this offering. The Company will have until 15 months from the closing of the IPO (or up to 24 months from the closing of this offering if the Company extends the period of time to consummate a Business Combination by up to nine additional months through nine one-month extensions of time, as further provided in the Company’s amended and restated memorandum and articles of association) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the trust account (less up to $50,000 of interest released to the Company to pay taxes and potentially, dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to our obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). F- 9 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. On November 17, 2025, the Company entered into a Merger Agreement (the “Merger Agreement”) with Wintergreen Acquisition Merger Subsidiary Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (the “Merger Sub”), and KIKA Technology INC., a Cayman Islands exempted company (“KIKA”) (collectively with the Company and Merger Sub, the “Parties”, or each a “Party”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions therein and in accordance with the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”), the Parties intend to effect a business combination transaction whereby the Merger Sub will merge with and into KIKA, with KIKA being the surviving entity and becoming a wholly owned subsidiary of the Company (the “Proposed Business Combination”). Simultaneously with the consummation of the Business Combination, the Company will change its name to “KIKA Inc.” In connection with the Merger, the shareholders of KIKA (the “KIKA Shareholders”) will receive ordinary shares of the Company (the “Consideration Shares”) in an amount equal to the Valuation of KIKA (as defined in the Merger Agreement) divided by the Per Share Redemption Price (as defined in the Merger Agreement), rounded up to the nearest whole share. The Consideration Shares will be allocated among the KIKA Shareholders in accordance with the Allocation Statement (as defined in the Merger Agreement). The Company filed a Form 8-K with the SEC on November 17, 2025 to announce the Merger Agreement. Going Concern Consideration As of December 31, 2025, the Company had $ 1,324,992 of cash in its operating bank account, working capital of $ 1,211,745 and net income of $988,403 for the year ended December 31, 2025. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the consummation of the IPO on May 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. However, the Company has until May 30, 2027 to consummate the Initial Business Combination. If a business combination is not consummated by this date (unless extended in accordance with the Company’s governing documents), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the need to satisfy this mandatory liquidation, should a business combination not occur, and the potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete the Initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 30, 2027. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after such date. F- 10 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Wintergreen Acquisition Merger Subsidiary Corp. for the purpose of consummating a Business Combination. All transactions and balances among the Company and its subsidiary have been eliminated upon consolidation. Emerging Growth Company Status The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of incomes and expenses during the reporting period. F- 11 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from these estimates. Significant estimates made by management on the consolidated financial statements include, but are not limited to, the fair value of public rights, the redemption value of redeemable shares and the fair value of over-allotment liability. Cash Cash includes demand deposits with banks that the company may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Marketable Securities Held in Trust Account As of December 31, 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. Marketable securities are presented on the consolidated balance sheets 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 on the consolidated 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 December 31, 2025, the estimated fair value of marketable securities held in Trust Account was $ 57,425,636 . For the year ended December 31, 2025, the Company recorded income earned on investments held in Trust Account of $ 1,335,761 , respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash account in a financial institution and marketable securities held in Trust Account, which, at times may exceed the Federal depository insurance coverage of $ 250,000 . Also, the Company maintains certain bank accounts in Hong Kong, where cash balances are protected under Deposit Protection Scheme in accordance with the Deposit Protection Scheme Ordinance, with the maximum protection of up to HKD500,000 per depositor per Scheme member, including both principal and interest. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Offering Costs Associated with the Initial Public Offering Offering costs consisted of underwriting, legal, accounting and other costs incurred through the IPO that were directly related to the IPO. Offering cost amounted to $1,308,056, consisting of $559,500 and $493,482 of underwriting commissions which were paid in cash and representative shares (55,950 ordinary shares) at the closing date of the IPO, respectively and $255,074 of other offering costs. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs among public shares, public rights based on the relative fair values of public shares and public rights. Accordingly, $1,156,982 was allocated to public shares and charged to ordinary shares subject to possible redemption, and $151,075 was allocated to public rights and charged to shareholders’ equity. F- 12 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Fair Value of Financial Instruments ASC Topic 820 “Fair Value Measurements” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: ● Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ● Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ● Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. The carrying amounts reported in the consolidated balance sheets for cash, accounts payable and accrued expenses, due to a related party and promissory note - related party, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. F- 13 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of the presented periods, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of assets and liabilities that are measured at fair value on a recurring basis December 31, Description Level 2025 2024 Assets: Marketable securities held in Trust Account 1 $ 57,425,636 $ - Ordinary Shares Subject to Possible Redemption All of the 5,595,000 Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation as disclosed in Note 1. The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity. At all other times, ordinary shares were classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 5,595,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares, net of allocated offering cost, has been classified as temporary equity, and has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected the accretion method (i) to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in capital, over an expected 15-month period, which is the initial period that the Company has to complete a Business Combination. For the year ended December 31, 2025, the Company recorded accretion of ordinary share subject to redemption value of $ 4,991,952 . Ordinary shares subject to possible redemption reflected on the consolidated balance sheets are recorded in the following table: Schedule of ordinary shares subject to redemption Gross proceeds $ 55,950,000 Less: Proceeds allocated to public rights ( 6,461,922 ) Offering costs allocated to redeemable shares ( 1,156,981 ) Plus: Accretion of carrying value to redemption value 4,991,952 Ordinary shares subject to possible redemption as of December 31, 2025 $ 53,323,049 F- 14 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Over-allotment Option The over-allotment option granted to the underwriter was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). 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 were expired on July 13, 2025. The Company used Binomial option pricing model in the determination of the fair value of the over-allotment liability. Key inputs used in the model are set forth as below: Schedule of determination of the fair value of the over-allotment liability Valuation date No. of options Vesting date Expiry date Exercise price Spot price Risk-free rate Volatility May 30, 2025 155,000 May 29, 2025 July 13, 2025 9.80 10.01 4.19 % 3.4 % On May 30, 2025 and December 31, 2025, the fair value of the over-allotment liability were $ 39,900 and 0 nil, respectively, and gain from change in fair value of over-allotment liability of $ 39,900 was recorded for the year ended December 31, 2025. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Earnings (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The consolidated statements of operations and comprehensive income include a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders. Basic earnings per share (“EPS”) is computed by dividing net income available to redeemable/non-redeemable shareholders by the weighted-average number of redeemable/non-redeemable shares outstanding for the period. Net income available to redeemable/non-redeemable shareholders represents net income of the Company reduced by an allocation of earnings to participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive). F- 15 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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 consolidated 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 year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024, 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. Earnings (loss) per share presented on the consolidated statements of operations and comprehensive income is based on the following: Schedule of Net income (loss) used in the calculation of basic and dilute EPS For the Year Ended December 31, 2025 For the Period From April 29, 2024 (Inception) Through December 31, 2024 Net income (loss) $ 988,403 $ ( 10,299 ) Less: Accretion of redeemable ordinary shares to redemption value ( 4,991,952 ) - Net loss including accretion of redeemable ordinary shares to redemption value $ ( 4,003,549 ) $ ( 10,299 ) Earnings (loss) per share presented on the consolidated statement of operations and comprehensive income is based on the following: Schedule of unaudited condensed statement of operations and comprehensive income For the Year Ended December 31, 2025 For the Period From April 29, 2024 (Inception) Through December 31, 2024 Redeemable Ordinary Share Non-Redeemable Ordinary Share Redeemable Ordinary Share Non-Redeemable Ordinary Share Numerators: Allocation of net loss $ ( 2,743,116 ) $ ( 1,260,433 ) $ - $ ( 10,299 ) Accretion of redeemable ordinary shares to redemption value 4,991,952 - - - Allocation of net income (loss) $ 2,248,836 $ ( 1,260,433 ) $ - $ ( 10,299 ) Denominators: Weighted-average ordinary shares outstanding 3,320,110 1,525,555 - 1,250,000 Basic and diluted earnings (loss) per share $ 0.68 $ ( 0.83 ) $ - $ ( 0.01 ) F- 16 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company may be subject to potential examination by taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed on income by the Government of the Cayman Islands for the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. F- 17 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 On December 8, 2025, the FASB issued ASU 2025-11 — Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on its consolidated financial statements. Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering On May 30, 2025, the Company consummated its IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments. On May 29, 2025, the over-allotment option was exercised in part, and 595,000 Units, at $10.00 per Unit were sold, generating gross proceeds of $5,950,000 and deposited into the Trust Account. Each unit has an offering price of $10.00 and consists of one ordinary share (“Public Share”) and one right (“Public Right”) to receive one-eighth (1/8) of an ordinary share upon the consummation of the initial business combination. The Company incurred offering costs of approximately $ 1,308,056 , consisting of $ 559,500 and $ 493,482 of underwriting commissions which were paid in cash and Representative Shares (55,950 ordinary shares) at the closing date of the IPO, respectively and $ 255,074 of other offering costs. Meanwhile, pursuant the underwriting agreement, 1.0% of the gross proceeds of the IPO, or $ 559,500 , will be paid in cash, and 55,950 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination. All of the 5,595,000 public shares sold as part of the Public Units in the IPO contain a redemption feature and the Company has classified related proceeds in temporary equity as disclosed in Note 2. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 253,875 Placement Units at a price of $10.00 per Placement Unit raising $ 2,538,750 in the aggregate. The proceeds from the sale of the Placement Units were added to the net proceeds from the IPO held in the Trust Account. The Private Placement Units are identical to the Public Units sold in this IPO, subject to limited exceptions. The holder of the Private Placement Units will be entitled to registration rights. In addition, these Private Placement Units may not, subject to certain limited exceptions, be redeemable, transferred, assigned or sold until the later of the completion of our initial business combination or 15 months following the closing of the IPO. F- 18 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 5 — Related Party Transactions Nature of relationship with the related party: The following is a list of the related party, with which the Company has transactions: No. Name of Related Parties Relationship 1 MACRO DREAM Holdings Limited Founder and sponsor of the Company Transactions with the related party: (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 . 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 December 31, 2025 and 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 the earlier to occur of (a) 180 days after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor, directors and executive officers with respect to any Founder Shares. (ii) Promissory Note — Related Party On August 20, 2024, the Company issued a promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 475,000 (the “Promissory Note”) to be used for a portion of the expenses for the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) March 31, 2025 or (2) the closing of the IPO. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. The Company has drawn down the full principal sum of the Promissory Note for the period from April 29, 2024 (inception) through December 31, 2024. On March 31, 2025, the sponsor irrevocably waived the requirement that the principal balance of the Promissory Note shall be payable by the Company on March 31, 2025. And the principal balance of the Promissory Note shall remain payable by the Company on the date on which the Company consummates the IPO. Shortly after completion of the IPO, the promissory note was fully repaid. F- 19 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 (iii) Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Placement Units. For the year ended December 31, 2025 and for the period from April 29, 2024 (inception) through December 31, 2024, the Company had no borrowings under the Working Capital Loans. (iv) Administrative Services Arrangement Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2025, the Company has accrued $ 71,667 for the service provided by the Sponsor. As of December 31, 2025, the Company had amount due to the related party of $ 71,667 . Balance with the related party: Schedule of balance with the related party December 31, 2025 2024 Amount due to a related party: Related party Nature MACRO DREAM Holdings Limited Promissory note provided by the related party $ - $ 475,000 MACRO DREAM Holdings Limited Administrative support service fee 71,667 - The amount due to the related party is non-interest bearing and due on demand. Note 6 — Shareholder’s Equity 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 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. F- 20 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 On May 30, 2025, the Company consummated its IPO of 5,000,000 units at $ 10.00 per Unit, with the exercise of the underwriter’s over-allotment option in part and 595,000 units were sold, generating gross proceeds of $ 55,950,000 . Simultaneously with the consummation of the closing of the IPO, the Company issued 253,875 ordinary shares to the Sponsor in the private placement and generating gross proceeds of $ 2,538,750 . On May 30, 2025, the Company issued 55,950 Representative Shares to the representative of the underwriters (and/or its designees) as part of the underwriting compensation. The representative shares have deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110I(1). Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following May 30, 2025 except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates. As of December 31, 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 shares subject to possible redemption, which are classified as temporary equity, and 1,708,575 ordinary shares. 1,708,575 ordinary shares issued and outstanding, consisted of 1,398,750 ordinary shares of founder shares, 253,875 ordinary shares from private placement and 55,950 ordinary shares to the underwriter. As of December 31, 2024, there were 1,437,500 ordinary shares issued and outstanding, which was Founder Shares with 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. Rights As of December 31, 2025, there were 5,595,000 public rights included in the Public Units and 253,875 private rights include in the Placement Units outstanding. There was no right attached to the Representative Shares. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will receive one-eighth (1/8) of an ordinary share (the “Rights”) upon consummation of the initial Business Combination. In the event the Company will not be the surviving company upon completion of our initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-eighth (1/8) of a share of the Company underlying each right upon consummation of the Business Combination unless otherwise waived in the course of the Business Combination. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Law. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of an initial Business Combination. Accordingly, the Rights may expire worthless. F- 21 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 7 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Units (and their underlying securities) are entitled to registration rights pursuant to the registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the effective date of the IPO to purchase up to an additional 750,000 units to cover over-allotments at the IPO price. 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 of the IPO, of which (i) 1% of the gross proceeds of the IPO, or $ 559,500 , were paid in cash at the closing of the IPO, (ii) 55,950 ordinary shares with fair value of $ 493,482 were paid at the closing of the IPO as Representative Shares (such representative shares shall be registered so as to circumvent reliance on the Rule 144 exemption and shall only therein be subject to FINRA’s 180-day lock-up period rule), (iii) 1.0% of the gross proceeds of the IPO, or 559,500, will be paid in cash, and 55,950 representative shares will be issued, both of which as the deferred underwriting commission at the consummation of a Business Combination. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides on resource allocation based on the net income or loss reported on the consolidated statement of operations and comprehensive income. The measure of segment assets is reported on the consolidated balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: Schedule of net income loss December 31, 2025 2024 Cash $ 1,324,992 $ 489,701 Marketable securities held in Trust Account $ 57,425,636 $ - F- 22 WINTERGREEN ACQUISITION CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Schedule of segment information For the Year Ended December 31, 2025 For the Period From April 29, 2024 (Inception) Through December 31, 2024 Operating expenses $ 403,821 $ 10,299 Income earned on marketable securities held in Trust Account $ 1,335,761 $ - The CODM reviews income earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating expenses, as reported on the consolidated statements of operations and comprehensive income, are the significant segment expenses provided to the CODM on a regular basis. Assets Information All of the Company’s operating long-lived assets, including marketable securities held in Trust Account, were located in U.S. as of December 31, 2025 and 2024. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date of these consolidated financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. F- 23