WTG 10-K & 10-Q changes, risk factors and insider trading
Wintergreen Acquisition Corp. (also WTGUR, WTGUU) · Nasdaq · Services-Computer Programming, Data Processing, Etc. · CIK 2053927 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the registration statements on Form S-1 for our IPO and the annual report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the previously disclosed risk factors.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the three months ended June 30, 2025, we recorded a net income of $113,309, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $84,613.”see in full comparison
“For the six months ended June 30, 2025, we recorded a net income of $38,152, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $159,770.”see in full comparison
“For the six months ended June 30, 2026, we recorded a net income of $741,521, which consisted of income earned on marketable securities held in trust account of $1,012,559, interest income earned on purchase of time-deposits of $12,043, offset by operating expenses of $283,081.”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, cash used in operating activities was$145,562$296,941 and there were no cash used in or provided from investing activities nor financing activities. As ofMarchJune31,30, 2026, we had cash of$1,179,430$1,028,051 available for working capital needs and marketable securities held in Trust Account of$57,929,106.$58,438,195. All marketable securities are held in the Trust Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares. As ofMarchJune31,30, 2026, none of the amount on marketable securities in the Trust Account was available to be withdrawn as described above.
As ofsee in full comparisonMarchJune31,30, 2026, we had cash of$1,179,430$1,028,051 in operating bank accounts, working capital of$1,079,980$940,707 and a net income of$371,705$741,521 for thethreesix months endedMarchJune31,30, 2026. In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Going Concern,” we have determined, considering the funds available from our IPO consummated on May 30, 2025, that we have sufficient funds for our working capital needs until a minimum of one year from the date of issuance of these financial statements. However, we have until May 30, 2027 to consummate an initial business combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the need to satisfy this mandatory liquidation requirement, should a business combination not occur, raises substantial doubt about our ability to continue as a going concern. We intend to complete an initial business combination before the mandatory liquidation date. Nevertheless, there can be no assurance that we will be able to consummate a 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.
“For the three months ended March 31, 2025, we incurred a net loss of $75,157, which related to formation and operating expenses of $75,157.”see in full comparison
Full comparison: every changed paragraph (9)
For
the three months ended MarchJune 31,30, 2026, we recorded
a net income of $371,705,$369,816, which consisted of income earned on marketable securities
held in trust account of $503,470,$509,089, interest income
earned on purchase of time-deposits of $5,890,$6,153, offset by operating expenses of $137,655.$145,426.
For the three months ended June 30, 2025, we recorded a net income of $113,309, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $84,613.
For the six months ended June 30, 2026, we recorded a net income of $741,521, which consisted of income earned on marketable securities held in trust account of $1,012,559, interest income earned on purchase of time-deposits of $12,043, offset by operating expenses of $283,081.
For the six months ended June 30, 2025, we recorded a net income of $38,152, which consisted of loss from change in fair value of over-allotment liability of $7,300, income earned on marketable securities held in trust account of $203,822, interest income earned on purchase of time-deposits of $1,400 and operating expenses of $159,770.
For
the three months ended March 31, 2025, we incurred a net loss of $75,157, which related to formation and operating expenses of $75,157.
For
the threesix months ended MarchJune 31,30, 2026, cash used
in operating activities was $145,562$296,941 and there were no cash used in or provided from
investing activities nor financing activities. As
of MarchJune 31,30, 2026, we had cash of $1,179,430$1,028,051 available for working capital needs and
marketable securities held in Trust Account of $57,929,106. $58,438,195.
All marketable securities are held in the Trust Account and is generally unavailable
for our use, prior to an initial business combination,
and is restricted for use either in a business combination or to redeem the ordinary
shares. As of MarchJune 31,30, 2026, none of the amount on
marketable securities in the Trust Account was available to be withdrawn as described
above.
As
of MarchJune 31,30, 2026, we had cash of $1,179,430 $1,028,051
in operating bank accounts, working capital of $1,079,980$940,707 and a net income of $371,705$741,521 for
the threesix months ended MarchJune 31,30, 2026.
In connection with our assessment of going concern considerations in accordance with Accounting
Standards Codification (“ASC”)
205-40, “Going Concern,” we have determined, considering the funds available from
our IPO consummated on May 30, 2025, that
we have sufficient funds for our working capital needs until a minimum of one year from the
date of issuance of these financial statements.
However, we have until May 30, 2027 to consummate an initial business combination. If
a business combination is not consummated by this
date, there will be a mandatory liquidation and subsequent dissolution. Management has
determined that the need to satisfy this mandatory
liquidation requirement, should a business combination not occur, raises substantial
doubt about our ability to continue as a going concern.
We intend to complete an initial business combination before the mandatory liquidation
date. Nevertheless, there can be no assurance that
we will be able to consummate a 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.
As
of MarchJune 31,30, 2026, we have no obligations, assets or liabilities that would be considered off-balance sheet arrangements. We do not participate
in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any
off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
or purchased any non-financial assets.
As
of MarchJune 31,30, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
WTG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding WTG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 100,000 | $1.0M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 100,000 | $15.2K | 0.0% | No change |