Wintergreen Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On December 27, 2024, our Sponsor paid an aggregate of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder shares, par value $0.0001. Our Sponsor is an accredited investor for purposes of Rule 501(a) of Regulation D of the Securities Act of 1933, as amended. Each of the equity holders in our Sponsor are accredited investors under Rule 501(a) of Regulation D. The sole business of our Sponsor is to act as the Company’s sponsor in connection with this offering. As a result of the IPO underwriter’s partial exercise of the over-allotment option, 38,750 Founder Shares were forfeited. As a result, the Sponsor owns a total of 1,398,750 Founder Shares as of the date of this Quarterly Report. Use of Proceeds On May 30, 2025, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000. We 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. Meanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 55,950 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-286795). The registration statement became effective on May 28, 2025. Simultaneously with the consummation of the closing of the IPO, we consummated a private placement of an aggregate of 253,875 Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,538,750. The Private Units are identical to the Units sold in the IPO except that the holder has agreed not to transfer, assign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. The sponsor was granted certain demand and piggy-back registration rights in connection with the purchase of the Private Units. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On May 30, 2025, a total of $56,089,875 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the public shareholders. For the three months ended June 30, 2026 and 2025, income earned on marketable securities held in Trust Account were $509,089 and $203,822, respectively. For the six months ended June 30, 2026 and 2025, income earned on marketable securities held in Trust Account were $1,012,559 and $203,822, respectively. As of June 30, 2026, the fair value of marketable securities held in Trust Account of $58,438,195. Transaction costs of the IPO with the exercise of the over-allotment amounted to $1,308,056, consisting of $1,052,982 of underwriting commissions, which were paid in cash and $559,500 of underwriting commissions, which were paid in 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. On July 13, 2025, the remaining unexercised over-allotment option to purchase up to 155,000 Units at $10.00 per Unit were expired and 38,750 ordinary shares were forfeited along with the expiry of the over-allotment option. 28 Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.