The filing registers the deemed exchange of up to 6,294,375 Wintergreen ordinary shares held by public shareholders, including 5,595,000 pre-existing public shares and 699,375 shares from rights conversion at one-eighth per right.
KIKA shareholders are to receive an estimated 7,980,050 New KIKA ordinary shares based on an $80,000,000 valuation divided by the SPAC per-share redemption price, capped at the lower of the actual redemption price or $10.025.
The proxy remains preliminary and subject to completion. No fairness opinion was obtained from an independent financial advisor.
Ownership tables show KIKA shareholders holding between 49.7% and 76.2% post-merger depending on redemption levels from 0% to 100%.
Sponsor MACRO DREAM Holdings Limited holds 1,398,750 founder shares acquired at approximately $1.55 per share. The filing notes the holding company structure, Hong Kong operations, and absence of mainland China subsidiaries or required PRC approvals.
Pulse Impact
- Previous Pulse: 86
- New Pulse: 89
- Change: +3
- Driver: S-4/A added a constructive beat, so Pulse rose.
Wintergreen Acquisition Corp. Form S-4/A (2026-08-28)
Not investment advice. Facts taken from the company’s Form S-4/A.