March 13, 2025

Yongfang Yao
Chief Executive Officer
Wintergreen Acquisition Corp.
Room 8326, Block B
Hongxiang Cultural and Creative Industrial Park
90 Jiukeshu West Road
Tongzhou District, Beijing, PRC

       Re: Wintergreen Acquisition Corp.
           Draft Registration Statement on Form S-1
           Submitted February 14, 2025
           CIK No. 0002053927
Dear Yongfang Yao:

       We have reviewed your draft registration statement and have the
following comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted February 14, 2025
Cover Page

1.     Please expand to disclose the limitation on redemption rights of
shareholders holding
       15% or more of the shares sold in this offering, as you discuss on page
36 and
       elsewhere. See Item 1602(a)(2) of Regulation S-K.
2.     We note your disclosure on page 26 that should the size of the offering
change, you
       will take steps to maintain the ownership of founder shares by your
initial
       shareholders at 20% of your ordinary shares after the offering. Please
include
       appropriate disclosure on the cover page regarding any securities to be
issued in this
       regard and the price to be paid for these securities, including whether
this securities
 March 13, 2025
Page 2

       issuance may result in a material dilution of the purchasers' equity
interests, as
       required by Item 1602(a)(3) of Regulation S-K. Regarding material
dilution, please
       also address, as applicable, the anti-dilution rights of the founder
shares; the
       conversion of the working capital loans into units of the
post-combination entity; and
       the cashless exercise of the private placement units.
3.     Where you provide a cross-reference to the locations of related
disclosures in the
       prospectus for each of compensation and securities issuance, dilution,
and conflicts of
       interest, please expand to also include a cross-reference to related
disclosures in the
       summary. Also, please revise the cross-references so that they are
highlighted by
       prominent type or in another manner. See Items 1602(a)(3), 1602(a)(4),
and
       1602(a)(5) of Regulation S-K.
4.     We note your statement that the acquisition of the founder shares at a
nominal initial
       investment creates an asymmetry of risk between your sponsor and your
public
       shareholders. Please revise to clarify and address the asymmetry of risk
between your
       sponsor and your public shareholders in more detail throughout your
prospectus.
Summary
Sponsor Information, page 4

5.     Please expand your tabular disclosure to include, as applicable, any
mechanism to
       maintain the ownership of founder shares by your initial shareholders at
20% and the
       anti-dilution rights of the founder shares. Expand your disclosure
outside of the table
       to address the extent to which these securities issuances may result in
a material
       dilution of the purchasers' equity interests. Outside of the table,
please also address, as
       applicable, the conversion of the working capital loans into units of
the post-
       combination entity and the cashless exercise of the private placement
units. See Item
       1602(b)(6) of Regulation S-K.
Our Objective, page 8

6.     We note your statement on page 12 and elsewhere that you believe you are
not
       required to obtain approvals or prior permission from any PRC government
       authorities for consummating this offering. We also note your statement
on page 94
       that your legal advisor is of the opinion that this offering is not
subject to the review
       or prior approval of the CAC or the CSRC. To the extent your conclusion
regarding
       PRC approvals or permissions is based on the advice of counsel, please
revise your
       page 12 disclosure to clearly disclose this and identify counsel, and
file counsel's
       consent as an exhibit to the registration statement.
Other Considerations, page 22

7.     Please expand your disclosure to briefly describe any plans to seek
additional
       financings and how the terms of additional financings may impact
unaffiliated
       security holders, as required by Item 1602(a)(5) of Regulation S-K.
Voting Rights; Appointment of Directors, page 27

8.     Please revise to disclose here, as you state on page 172, that prior to
your initial
       business combination holders of your public shares will not the have the
right to
 March 13, 2025
Page 3

       appoint any directors to your board of directors.
Conditions to completing our initial business combination, page 31

9.     We note your statement that    Nasdaq rules require that we consummate
an initial
       business combination with one or more operating businesses or assets
with a fair
       market value equal to at least 80% of the net assets held in the trust
account (net of
       amounts disbursed to management for working capital purposes    ).
Please revise to
       indicate the amounts that maybe disbursed to management for working
capital
       purposes.
Redemption of public shares and distribution and liquidation if no initial
business
combination, page 38

10.    We note your disclosure that your sponsor may extend the period of time
to
       consummate a business combination up to nine times by an additional one
month each
       time. Please expand to provide all of the information required by Item
1602(b)(4) of
       Regulation S-K, including: any limitations on extensions, including the
number of
       times; the consequences to the SPAC sponsor of not completing an
extension of this
       time period; and whether security holders will have voting or redemption
rights with
       respect to such an extension.
Risk Factors
The SEC issued final rules to regulate SPACs . . . ,, page 58

11.    Please revise to remove the statement that the SPAC Rules include a rule
that would
       provide SPACs a safe harbor from treatment as an investment company if
they satisfy
       certain conditions.
We may issue our shares to investors in connection with our initial business
combination . . .
,, page 69

12.    Please expand your disclosure to clearly disclose the impact to you and
investors of
       issuing shares in PIPE transactions, including that the arrangements
result in costs
       particular to the de-SPAC process that would not be anticipated in a
traditional IPO.
Risks Relating to Our Management Team, page 97

13.    We note your disclosure on page 8 that except for the contractual
restriction of the
       lock-up, there is no other restriction on the sponsor or their
beneficial owner   s ability
       to share, sell or otherwise dispose of part or all of the interests in
the company. Please
       add risk factor disclosure about risks that may arise from the sponsor
or their
       beneficial owner transferring ownership of securities of the SPAC. For
example, if
       true, highlight that the sponsor may remove itself as your sponsor
before identifying a
       business combination. Address the consequences of such removal to the
company's
       ability to consummate an initial business combination, including that
any replacement
       sponsor could have difficulty finding a target.
Dilution, page 112

14.    Please revise your cross-reference on page 115 to further discussion on
potential
       sources of dilution, as we are unable to locate the risk factors that
you have cross-
 March 13, 2025
Page 4

       referenced.
Capitalization, page 116

15.    Within the ordinary shares caption under the    Shareholder equity
section, it appears
       the number of shares outstanding    As Adjusted    of 1,250,000 excludes
the 307,000
       ordinary shares combined to be issued privately to the sponsor and
underwriters
       representative. Please revise.
Management
Conflicts of Interest, page 167

16.    Please revise to explain the basis for your belief that the fiduciary
duties or contractual
       obligations of your officers or directors will not materially affect
your ability to
       identify and pursue business combination opportunities or to complete
your initial
       business combination. In this regard, we note that you intend to focus
your search for
       prospective targets in the technology, media, and telecommunications
industries, and
       it appears that these industries overlap with one or more of the
entities to which your
       executive officers, directors and director nominees currently have
fiduciary duties,
       contractual obligations or other current material management
relationships, as
       disclosed on page 168. We also note your disclosure on page 66 that Ms.
Chen's dual
       role "creates potential conflicts of interest in her duty to
Wintergreen" and such
       conflicts "could negatively impact [y]our ability to complete a
successful DE-SPAC
       transaction and ultimately harm shareholder value."
Description of Securities, page 175

17.    Please revise to describe the material terms of all the types of
securities you are
       registering, including the rights. See Item 202 of Regulation S-K. In
addition, under
       "Founder Shares and Placement Shares" on page 178, please expand to
describe the
       anti-dilution rights of the founder shares, as you discuss on page 102.
Notes To Financial Statements, page F-7

18.    Please tell us how you have complied with the reportable segment
disclosure
       requirements pursuant to ASU 2023-07 and/or revise accordingly.
       Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any
other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:   Qin Li, Esq.