May 9, 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.
           Registration Statement on Form S-1
           Filed April 28, 2025
           File No. 333-286795
Dear Yongfang Yao:

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

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 28, 2025
Risk Factors
Our rights agreement will designate the courts of the State of New York . . .
,, page 100

1.     Please revise to reconcile your disclosure here, which states that the
exclusive forum
       provisions of your rights agreement will not apply to suits brought to
enforce any
       liability or duty created by the Securities Act and the Exchange Act,
with the Rights
       Agreement filed as Exhibit 4.3, which appears to except from the
exclusive forum
       provisions only suits brought to enforce any liability or duty created
by the Exchange
       Act.
Exhibits

2.     Please request that U.S. counsel revise its legal opinion filed as
Exhibit 5.1 to cover
 May 9, 2025
Page 2

       all of the securities being registered and to remove inappropriate
assumptions. In this
       regard, we note that you are registering 5,750,000 units. However, the
opinion appears
       to cover only 5,000,000 units. We also note assumptions (d) and (e).
However, it is
       not appropriate for counsel to assume any of the material facts
underlying the opinion
       or any readily ascertainable facts. Refer to Section II.B.3.a of Staff
Legal Bulletin No.
       19.
3.     Please request that Cayman Islands counsel revise its legal opinion
filed as Exhibit
       5.2 to remove inappropriate assumptions. In this regard, we note that
for the ordinary
       shares included in the units, over-allotment units, and representative
shares and for the
       ordinary shares to be issued pursuant to the rights, in opining whether
the shares will
       be validly issued, fully paid, and non-assessable, counsel assumes the
issuance of such
       shares as fully paid in the company's register of members. We also note
assumptions
       17 and 21(b) of Schedule 2. However, it is not appropriate for counsel
to assume any
       of the material facts underlying the opinion or any readily
ascertainable facts. Refer to
       Section II.B.3.a of Staff Legal Bulletin No. 19.
4.     Please revise Exhibit 10.1 for consistency with the Nasdaq Listing
Rules. More
       specifically, we note that the form trust account termination letter
attached as Exhibit
       A to the Investment Management Trust Agreement filed as Exhibit 10.1
states that
       "[o]n the Consummation Date (i) counsel for the Company shall deliver to
you written
       notification that the Business Combination has been consummated, or will
be
       consummated substantially, concurrently with your transfer of funds . .
. ." However,
       Nasdaq Rule IM- 5101-2(a) states that "[a]t least 90% of the gross
proceeds from the
       initial public offering . . . must be deposited in a trust account
maintained by an
       independent trustee . . . ." It is unclear how the release of funds
earlier than the
       consummation of the initial business combination would comport with this
listing
       standard.
5.     Please revise the filing fee table to register all of the rights
included as part of the
       units and to register all of the ordinary shares underlying the rights
included as part of
       the units, or advise. More specifically, we note that on the cover page
and elsewhere
       you disclose that you are offering 5,750,000 units (including up to
750,000 units to
       cover over-allotments, if any), with each unit consisting of one
ordinary share and one
       right entitling the holder thereof to receive one-eighth (1/8) of one
ordinary share
       upon consummation of your initial business combination. However, your
filing fee
       table registers only 575,000 rights included as part of the units and
575,000 ordinary
       shares underlying the rights included as part of the units.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468
if you
 May 9, 2025
Page 3

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.