Wintergreen Acquisition Corp. filed an amended Form S-4 on July 21, 2026 covering its proposed merger with KIKA Technology INC., and the document fixes a number that the rest of the deal turns on: KIKA is valued at $80,000,000. The filing also discloses, in the same section, that Wintergreen's board did not obtain a fairness opinion on that figure. The amendment is indexed under KIKA's CIK (2099129) as co-registrant alongside Wintergreen (CIK 2053927), accession 0001829126-26-007691.

The structure is a conventional de-SPAC. Wintergreen, whose units, shares and rights trade on Nasdaq as WTGUU, WTG and WTGUR, would merge with KIKA, a Cayman Islands holding company, with KIKA surviving as a wholly owned subsidiary and the combined company proposing to trade under the symbol KIKA. Substantially all of the operating business sits one level down, at Hong Kong subsidiary Time Point Technology Co., Limited, which sells what the filing calls AdTech Dynamic Matching Technology Services. The document remains an incomplete prospectus: the trust account value per share and the per-share redemption price are still carried as [●] placeholders, so neither figure is determined as of this filing.

Revenue and customer count move in opposite directions

The operating disclosure is unusual enough to be worth reading line by line. For the nine months ended March 31, 2026, KIKA reports revenue of USD 12,682,355, against USD 909,901 for the nine months ended March 31, 2025 — an increase of USD 11,772,454, or 1,293.8%. The filing splits that between AdTech Dynamic Matching Technology Services at USD 11,978,855 and a newly launched Custom Software Development Services line at USD 703,500, which did not exist in the prior-year period.

Over the same comparison, the customer base moved the other way, and the filing sets the two series out side by side. Average revenue per customer moves from approximately USD 28,434 to approximately USD 507,294 across those nine-month periods. The longer series runs the other direction: total customers rose from 24 to 45 between the years ended June 30, 2024 and 2025, while average revenue per customer fell from roughly USD 66,911 to USD 29,122.

KIKA’s total customers were 24 and 45, respectively for the years ended June 30, 2024 and 2025, representing a 87.5% increase, of which 38 are new customers. Total customers were 32 and 25, respectively for the nine months ended March 31, 2025 and 2026, representing a 21.9% decrease, of which 21 are new customers. KIKA’s overall customer retention rate is 29% and 13% for the year ended June 30, 2025 and for the nine months ended March 31, 2026, respectively.— Wintergreen Acquisition Corp. / KIKA Technology INC., Form S-4/A, filed July 21, 2026

Concentration follows the arithmetic. For the nine months ended March 31, 2026, the filing states that four customers accounted for 31%, 28%, 12% and 11% of total revenues. For the comparable prior-year period, the top four accounted for 15%, 11%, 11% and 10%. Receivables are similarly concentrated: as of March 31, 2026, three customers accounted for 34%, 12% and 12% of accounts receivable, where as of March 31, 2025 there was no accounts receivable outstanding at all.

Profitability has not yet followed revenue. KIKA reports gross profit of USD 3,859,965 on the nine months, against total operating expenses of USD 3,952,214 — of which research and development is the largest component at USD 3,152,400. The result is a net loss of USD 101,058 for the nine months ended March 31, 2026, which the filing describes as an increase of USD 151,918, or 60.1%, over a prior-period comparison figure the company gives as a USD 252,976 net loss. The company does report net income for the three months ended March 31, 2026 taken alone.

What the $80 million rests on

The valuation is not a market-derived number but a fixed input to a share-count formula. The filing defines the Consideration Shares as the quotient of KIKA's $80,000,000 valuation divided by the SPAC Per Share Redemption Price, which is itself the lower of the redemption price paid to redeeming Wintergreen holders and $10.025. Because the redemption price is one of the undetermined [●] values, the share count the sellers ultimately receive is not fixed by this document either. Under the heading "No Fairness Opinion," Wintergreen states that its board did not obtain a fairness opinion from an independent investment banking firm or other independent financial advisor; it engaged King Kee Valuation & Consulting Limited for an independent valuation report on the fair market value of KIKA's equity interests, but that report was limited to the value of the target assets and did not address the fairness of the consideration from a financial point of view. The filing notes Wintergreen is not required to obtain a fairness opinion under its Amended and Restated Memorandum and Articles of Association.

The filing also discloses how the $80,000,000 was negotiated. Wintergreen and its financial advisors challenged KIKA's initial revenue growth assumption of 300% for fiscal 2026; after KIKA supplied additional sales-pipeline and customer-contract data, the assumption was revised down to 280%, which Wintergreen's board accepted as, in the filing's words, a more conservative and achievable baseline. That downward revision is described as having affected the price negotiation. The projections themselves extend to 2035.

One point in the filing is easy to garble and worth stating precisely. The audited going-concern paragraph belongs to Wintergreen, the SPAC, not to the operating target, and it is the standard mandatory-liquidation variety: management cites the requirement to complete a business combination by August 30, 2026, or up to May 30, 2027 if extended by shareholder approval. Wintergreen's own balance sheet is not distressed on the disclosed numbers — approximately $1,179,430 in cash in operating accounts and working capital of approximately $1,079,980 as of March 31, 2026, net income of $371,705 for the quarter then ended, and management's statement that it has sufficient funds to meet its needs for at least the next year. Separate going-concern language attached to New KIKA appears as a conditional risk factor tied to a maximum-redemption scenario, not as a description of current condition.

On jurisdiction, the filing is emphatic and consistent: KIKA and its operating subsidiary are incorporated and operating solely in Hong Kong, with no subsidiaries, operations or variable interest entity structures in mainland China. On that basis the company states that neither the registered offering nor the business combination requires a filing with or approval from the China Securities Regulatory Commission, the Cyberspace Administration of China, or any other mainland authority, while separately carrying risk factors on Hong Kong's national security law and on the possibility that mainland legal and operational risks come to apply to Hong Kong operations. With the trust and redemption figures still open, the S-4/A is a step in the registration process rather than its conclusion.