Wintergreen Acquisition Corp 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 WINTERGREEN ACQUISITION CORP.(Exact Name of Registrant as Specified in Charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 March31, 2026, there were 1,708,575 ordinary shares, $0.0001 par value issued and outstanding (excluding the 5,595,000ordinary shares underlying the Wintergreen units issued in the IPO.) Table of Contents PART I. FINANCIAL INFORMATION1Item 1. Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months EndedMarch 31, 2026 and 2025 (Unaudited)2Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31,2026 and 2025 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Statements20Item 3. Quantitative and Qualitative Disclosure about Market Risks25Item 4. Controls and Procedures25PART II. OTHER INFORMATION26Item 1. Legal Proceedings26Item 1A. Risk Factors26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds26Item 3. Defaults Upon Senior Securities27Item 4. Mine Safety Disclosures27Item 5. Other Information27Item 6. Exhibits28Signatures29i PART I — FINANCIAL INFORMATION WINTERGREEN ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETSAs of March 31, 2026 (Unaudited) and December31, 2025 Currency expressed in United States dollars (“US$”), except for number of shares Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 sharesauthorized, 5,595,000 and 5,595,000 shares subject to possible redemption as of March 31,2026 and December31, 2025, respectively55,357,01853,323,049 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. WINTERGREEN ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)For the three months ended March 31, 2026 and 2025 (Unaudited) Currency expressed in United States dollars (“US$”), except for number of shares WINTERGREEN ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)For the three months ended March31, 2026 and 2025 (Unaudited) Currency expressed in United States dollars (“US$”), except for number of shares For the three months ended March31, 2026 (1)The number include up to 187,500 and 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercisedin full or in part by the underwriters as of January 1, 2025 and March 31, 2025 (see Note5). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. WINTERGREEN ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSFor the three months ended March 31, 2026 and 2025 (Unaudited) Currency expressed in United States dollars (“US$”) WINTERGREEN ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)For the Three Months ended March31, 2026 Note 1 — Organization and Business Operation Wintergreen Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted companyon April29, 2024. The Company was formed for the purpose of effecting a merger, sh