Wintergreen Acquisition Corp. Extends Merger Deadline; Sponsor Loan $184,635

What Happened

• Wintergreen Acquisition Corp. filed an 8-K reporting that its board approved an extension of the deadline to complete an initial business combination from August 30, 2026 to September 30, 2026.
• To effectuate the extension, on September 1, 2026 the company issued an unsecured, non‑interest bearing promissory note for $184,635 to its sponsor, MACRO DREAM Holdings Limited. The company continues to pursue its previously announced merger with KIKA Technology Inc. (Merger Agreement dated November 17, 2025).

Key Details

• Extension: Business Combination Deadline extended from August 30, 2026 to September 30, 2026 (board approved at sponsor’s request).
• Promissory Note: $184,635 principal, unsecured, no interest, issued September 1, 2026 to the sponsor.
• Maturity / Forgiveness: Note matures on the earlier of closing the initial business combination or required liquidation; if no business combination occurs, the note will be forgiven and the sponsor has waived any claim to trust account distributions related to the note.
• Conversion Option: Prior to full repayment, the sponsor may convert unpaid principal into company units at $10.00 per unit upon consummation of a business combination (units identical to those from the sponsor’s original private placement).
• Offering Exemption: The note issuance relied on the exemption under Section 4(a)(2) of the Securities Act.

Why It Matters

• The one‑month extension gives Wintergreen more time to complete the merger with KIKA Technology Inc. rather than liquidate.
• The sponsor provided cash to fund the extension instead of drawing on the trust account; that funding is unsecured, non‑interest bearing and will be forgiven if no deal closes, and the sponsor explicitly waived any right to the trust account distribution tied to the note.
• If converted, the note could result in additional units issued to the sponsor at $10 per unit upon closing, which would affect post‑transaction capitalization. Investors should note the extension, the sponsor funding arrangement, and the conversion feature when assessing timing and potential dilution related to the proposed business combination.