{"url_path":"/sec/wtg/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2053927/0001829126-26-005182-index.html","accession_number":"0001829126-26-005182","cik":"0002053927","ticker":"WTG","issuer_name":"Wintergreen Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2053927/0001829126-26-005182-index.html","primary_entity_key":"0002053927","primary_entity_name":"Wintergreen Acquisition Corp."},"word_count":591,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales\nof Equity Securities and Use of Proceeds.**\n\n \n\nOn\nDecember 27, 2024, our Sponsor paid an aggregate of $25,000, or approximately $0.017 per share, for the purchase of 1,437,500 founder\nshares, par value $0.0001. Our Sponsor is an accredited investor for purposes of Rule 501(a) of Regulation D of the Securities Act\nof 1933, as amended. Each of the equity holders in our Sponsor are accredited investors under Rule 501(a) of Regulation D. The sole\nbusiness of our Sponsor is to act as the Company’s sponsor in connection with this offering. As a result of the IPO underwriter’s\npartial exercise of the over-allotment option, 38,750 Founder Shares were forfeited. As a result, the Sponsor owns a total of 1,398,750\nFounder Shares as of the date of this Quarterly Report.\n\n \n\n**Use\nof Proceeds**\n\n \n\nOn\nMay 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\nthe 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,\n2025, 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.\nMeanwhile, 55,950 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 55,950 representative\nshares will be issued as the deferred underwriting commission at the consummation of a Business Combination. The securities sold in the\nIPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-286795). The registration statement became effective on\nMay 28, 2025.\n\n \n\nSimultaneously with the consummation of the closing\nof 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\ngross 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,\nassign, or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement)\nuntil the completion of the Company’s initial business combination. The sponsor was granted certain demand and piggy-back registration\nrights in connection with the purchase of the Private Units. The issuance was made pursuant to the exemption from registration contained\nin Section 4(a)(2) of the Securities Act.\n\n \n\nOn\nMay 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\nestablished for the benefit of the public shareholders. For the three months ended March 31, 2026, income earned on marketable securities\nheld in Trust Account were $503,470. As of March 31, 2026, the fair value of marketable securities held in Trust Account of $57,929,106.\n\n \n\nTransaction costs of the IPO with the exercise of\nthe over-allotment amounted to $1,308,056, consisting of $1,052,982 of underwriting commissions, which were paid in cash and $559,500\nof underwriting commissions, which were paid in representative shares (55,950 ordinary shares), at the closing date of the IPO, respectively,\nand $255,074 of other offering costs.\n\n \n\n26\n\n \n\n \n\nMeanwhile, pursuant the underwriting agreement,\n1.0% 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\nas the deferred underwriting commission at the consummation of a Business Combination.\n\n \n\nOn July 13, 2025, the remaining unexercised over-allotment\noption 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\nof the over-allotment option."}