<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                             April 7, 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.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted March 18, 2025
           CIK No. 0002053927
Dear Yongfang Yao:

     We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our March 13, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 18,
2025
Redemption of public shares and distribution and liquidation if no initial
business
combination, page 37

1.     We note your response to prior comment 10 and reissue the comment. We
note your
       disclosure that the company may extend the period of time to consummate
a de-SPAC
       transaction to 24 months, including the 9 one-month extensions. Please
revise to
       disclose any limitations on extensions of the period of time to
consummate a de-
       SPAC transaction beyond 24 months, including the number of times. Also
disclose the
 April 7, 2025
Page 2

       consequences to the SPAC sponsor of not completing an extension of this
time period.
       Finally, address whether security holders will have voting or redemption
rights with
       respect to such extensions. See Item 1602(b)(4) of Regulation S-K.
Notes To Financial Statements, page F-7

2.     We note your response to prior comment 18. As mentioned in Question 35
of the
       Jumpstart Our Business Startups Act Frequently Asked Questions, the
extended
       transition period for emerging growth companies in Section 7(a)(2)(B) of
the
       Securities Act is an accommodation with respect to the effective dates
of new or
       revised financial accounting standards and only applies if such
standards apply to
       companies that are not issuers. ASC 280 applies to all public entities
and does not
       apply to nonpublic entities. Refer to ASC 280-10-15-2 and -3. Emerging
growth
       companies that have chosen to take advantage of the extended transition
period
       provided in Section 7(a)(2)(B) are required to comply with ASC 280.
Please provide
       the disclosures required by ASC 280, including those required by ASU
2023-07.
       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.
</TEXT>
</DOCUMENT>
