Announcement • Nov 18
KIKA Technology INC. entered into a Merger Agreement to acquire Wintergreen Acquisition Corp. (NasdaqCM:WTG) from MACRO DREAM Holdings Limited in a reverse merger transaction. KIKA Technology INC. entered into a Merger Agreement to acquire Wintergreen Acquisition Corp. (NasdaqCM:WTG) from MACRO DREAM Holdings Limited in a reverse merger transaction on November 17, 2025. The consideration consists of common equity of KIKA Technology INC. to be issued for common equity of Wintergreen Acquisition Corp. As part of consideration, an undisclosed value is paid towards common equity of Wintergreen Acquisition Corp. In related transaction, Wintergreen Acquisition will change its name to “KIKA Inc.” or such other name as determined by KIKA, subject to approval by the Registrar of Companies in the Cayman Islands. In connection with the Merger, the shareholders of KIKA (the “KIKA Shareholders”) will receive ordinary shares of Wintergreen Acquisition in an amount equal to the Valuation of KIKA (as defined in the Merger Agreement) divided by the SPAC Per Share Redemption Price (as defined in the Merger Agreement), rounded up to the nearest whole share.
The date of the Closing is expected to occur in the first half of 2026, or promptly following the satisfaction or waiver of the conditions to closing set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by the shareholders of Wintergreen Acquisition and KIKA, and the declaration of effectiveness by the SEC of a proxy/registration statement on Form S-4 to be jointly filed by parties in connection with the Wintergreen Acquisition’s shareholder meeting and issuance of the Consideration Shares, receipt of any required governmental approvals; Wintergreen Acquisition having at least $5,000,001 in net tangible assets immediately after the Closing; compliance with covenants and the accuracy of representations and warranties (subject to materiality qualifications); and the absence of a material adverse effect on either party.
L&C Law Group P.C acted as legal counsel KIKA Technology and Concord Sage PC. acted as legal counsel to Wintergreen Acquisition. 