冬青收购 Corp 2025年季度报告

complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of June30, 2025, there were1,747,325ordinary shares, $0.0001 par value issued and outstanding (excluding the 5,595,000ordinary shares underlying the Wintergreen units issued in the IPO.) From April29, 2024 (Inception) Through June30, 2024 (Unaudited)Condensed Statements of Cash Flows for the Six Months Ended June30, 2025 and for the Period From April29, 2024(Inception) Through June30, 2024 (Unaudited) Item 2. Management’s Discussion and Analysis of Financial StatementsItem 3. Quantitative and Qualitative Disclosure about Market Risks PART II. OTHER INFORMATIONItem 1. Legal Proceedings For the six months and three months ended June30, 2025 and the period from April29, 2024 (inception)through June30, 2024 (Unaudited) June30,2025June30,2024June30,2025(Unaudited)(Unaudited)(Unaudited)(Unaudited) Accretion of ordinary share subject to redemption valueBalance as of June 30, 2025 (Unaudited)1,747,325 Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be ableto complete a Business Combination successfully. 5 Company Act of 1940 which invest only in direct U.S. government treasury obligations, as determined by the Company. The proceedsfrom this offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the (b) the redemption of any ordinary shares sold as part of the units in this offering (the “public shares”) properly submitted inconnection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association(A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right tohave their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’spublic shares if the Company does not complete the initial business combination on August30, 2026 or up to May30, 2027 (an“Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s ordinary shares, and(c) the redemption of the Company’s public shares if it has not consummated the business combination within 15 months from the priority over the claims of the Company’s public shareholders.The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will notbe reduced by the deferred underwriting commissions the Company will pay to the underwriter. The ordinary shares subject toredemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordancewith Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company willproceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of aBusiness Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligationsunder Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemptionrights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails tocomplete the Business Combination within the 15 months from the closing of this offering or during any Extension Period.6 outside of the Cayman Islands, holders of founder shares will have ten votes for every founder share and holders of ordinary shares agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’sinitial Business Combination, (ii) waive their redemption rights with respect to their Founder shares and public shares in connectionwith a stockholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles ofassociation to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s publicshares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company has notconsummated an initial Business Combination within 15 months from the closing of this offering or during any Extension Period, and(B) with respect to any other provisions relating to shareholders’ rights, and (iii) waive their rights to liquidating distributio