SecProbe.io

CORRESP
 1
 filename1.htm

 May 23, 2025

 Via Edgar

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 Wintergreen Acquisition Corp.

 Registration Statement on Form S-1 (File No. 333- 286795)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), the undersigned hereby join Wintergreen Acquisition Corp. in requesting that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-286795) (the
"Registration Statement") to become effective as of 4:00 p.m., Eastern Time, May 28, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, please be advised that we will
take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions and others prior to the
requested effective time of the Registration Statement.

 We have been informed by the participating underwriters that they will
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 Very truly yours,

 D. Boral Capital LLC

 as representative of the underwriters

 By:
 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 WINTERGREEN ACQUISITION CORP.

 Room 8326, Block B,

 Hongxiang Cultural and Creative Industrial Park,

 90 Jiukeshu West Road,

 Tongzhou District, Beijing, PRC

 May 23, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Mr. Benjamin Holt

 Re:
 WINTERGREEN ACQUISITION CORP. (CIK No. 0002053927)

 Registration Statement on Form S-1

 File No. 333-286795

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Dear Mr. Holt,

 Wintergreen
Acquisition Corp. (the "Company") hereby requests that the effective date of the Company's Registration Statement on
Form S-1, as amended (File No. 333-286795 ) (the "Registration Statement"), be accelerated under Rule 461 under the
Securities Act of 1933, as amended (the "Act"), so that it will be declared effective at 4 p.m. Eastern time on May 28, 2025,
or as soon thereafter as possible, or at such other time as the Company or its outside counsel, Concord & Sage P.C., request by telephone
that such Registration Statement be declared effective.

 We understand
that D. Boral Capital LLC, underwriter, will separately file with the Commission a letter joining in the Company's request for acceleration
of the effective date of the Registration Statement.

 In connection
with this request, the Company acknowledges its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed public offering of the securities specified in the Registration Statement. The Company hereby acknowledges
that: (a) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration Statement; (b) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (c) the Company may not
assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Please
contact Qin Li on (858) 568-1696 with any questions you may have regarding this request.
In addition, please notify Mr. Li by telephone when this request for acceleration has been granted.

 Sincerely yours,

 By:
 /s/ Yongfang
 "Fayer" Yao

 Yongfang "Fayer" Yao

 Chief Executive Officer

 cc:
 Concord & Sage P.C.

 Qin Li, Esq.

 Robinson & Cole LLP.

 Joy Hui, Esq.
 Emmett Tan, Esq.

CORRESP
 1
 filename1.htm

 Concord & Sage PC

 May 16, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 Washington, D.C. 20549

 Attn.:
 Frank Knapp

 Wilson Lee

 Benjamin Holt

 David Link

 Re:
 Wintergreen Acquisition Corp.

 Registration Statement on Form S-1

 Filed April 28, 2025

 File No. 333-286795

 Ladies and Gentlemen:

 On behalf of Wintergreen Acquisition Corp., a Cayman Islands exempted company (the "Company"), we submit to the staff (the "Staff") of the Securities and Exchanges Commission (the "Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated May 9, 2025 on the Company's registration statement on Form S-1 filed on April 28, 2025 (the "Registration Statement").

 Concurrently with the submission of this letter, the Company is filing its revised registration statement on Form S-1 (the "Revised Registration Statement") via EDGAR to the Commission.

 The Staff's comments are repeated below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 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.

 In response to the Staff's comment, the Company has revised Section 7.3 of the Form of Rights Agreement (Exhibit 4.3) to clarify that the exclusive forum provisions do not apply to suits brought under the Securities Act or the Exchange Act, consistent with the risk factor disclosure in the Registration Statement. The revised Form of Rights Agreement is filed as an exhibit to the Revised Registration Statement.

 Exhibits

 2. Please request that U.S. counsel revise its legal opinion filed as Exhibit 5.1 to cover 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.

 In response to the Staff's comment, U.S. counsel revised its legal opinion to cover all 5,750,000 units being registered and to address assumptions (d) and (e) consistent with Staff Legal Bulletin No. 19. The revised U.S. counsel legal opinion is filed as Exhibit 5.1 to the Revised Registration Statement.

 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.

 In response to the Staff's comment, Cayman Islands counsel revised its legal opinion to address the assumptions noted by the Staff (regarding the opinion on fully paid shares and assumptions 17 and 21(b) of Schedule 2) consistent with Staff Legal Bulletin No. 19. The revised Cayman Islands counsel legal opinion is filed as Exhibit 5.2 to the Revised Registration Statement.

 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.

 In response to the Staff's comment, the Company revised the form Trust Account Termination Letter (Exhibit A to the Investment Management Trust Agreement, Exhibit 10.1) to clarify that the transfer of funds from the Trust Account will occur only upon or after the consummation of the initial business combination. The Form of Investment Management Trust Agreement with the revised Exhibit A is filed as Exhibit 10.1 to the Revised Registration Statement.

 The Company further notes that it will maintain full compliance with Nasdaq Rule IM-5101-2(a).

 2

 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.

 In response to the Staff's comment, the Company has revised the filing fee table (Exhibit 107) to register 5,750,000 rights and the 718,750 ordinary shares underlying such rights. The revised Exhibit 107 is filed with the Revised Registration Statement.

 If you have any questions regarding the Revised Registration Statement, please contact us by phone at +1 (858) 568 1696 or +86 173 1015 1513 or via e-mail at fvproject@concordsage.com.

 Very truly yours,

 /s/ Concord & Sage P.C.

 cc:

 Fayer Yao
 Bingzhao Tan

 Concord & Sage PC. Email: info@concordsage.com

 1360 Valley Vista Dr, Suite 140, Diamond Bar CA 91765

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Concord & Sage PC

 April 9, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 Washington, D.C. 20549

 Attn.:
 Frank Knapp

 Wilson Lee

 Benjamin Holt

 David Link

 Re:
 Wintergreen Acquisition Corp.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Submitted March 18, 2025

 CIK No. 0002053927

 Ladies and Gentlemen:

 On behalf of Wintergreen Acquisition
Corp., a Cayman Islands exempted company (the "Company"), we submit to the staff (the "Staff") of the Securities
and Exchanges Commission (the "Commission") this letter setting forth the Company's responses to the comments contained
in the Staff's letter dated April 7, 2025 on the Company's amendment No.1 to draft registration statement on Form S-1 confidentially
submitted on March 18, 2025 (the "Draft Registration Statement").

 Concurrently with the submission
of this letter, the Company is submitting its revised draft registration statement on Form S-1 (the "Revised Draft Registration
Statement") via EDGAR to the Commission.

 The Staff's comments
are repeated below in bold and are followed by the Company's responses. We have included page references in the Revised Draft Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Revised Draft Registration Statement.

 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 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.

 In response to the Staff's comment, the Company has revised the
disclosure in the Revised Draft Registration Statement on the page 37 and throughout the prospectus where applicable.

 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.

 In response to the Staff's inquiry, the
Company has disclosed the adoption of ASU 2023-07 under "Recent Accounting Pronouncements" and added Note 8-Segment Information
in order to comply with the reportable segment disclosure requirements required by ASU 2023-07.

 If you have any questions regarding the Revised Draft Registration
Statement, please contact us by phone at +1 (858) 568 1696 or +86 173 1015 1513 or via e-mail at fvproject@concordsage.com.

 Very truly yours,

 /s/ Concord & Sage P.C.

 cc:

 Fayer Yao
 Bingzhao Tan

 Concord &
Sage PC. Email: info@concordsage.com

 1360 Valley Vista Dr, Suite 140, Diamond Bar CA 91765

<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>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
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