UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 11, 2023

Date of Report (Date of earliest event reported)

 

Evergreen Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-41271		N/A
(State or other jurisdiction of incorporation)		(Commission  File Number)		(I.R.S. Employer Identification No.)

 

Lot 1.02, Level 1,

Glo Damansara, 699,

Jalan Damansara, Taman Tun Dr Ismail,

60000 Kuala Lumpur, Malaysia

 

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code: +1 786 406 6082

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		EVGR		The Nasdaq Stock Market LLC
Warrants		EVGRW		The Nasdaq Stock Market LLC
Units		EVGRU		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01. Other Events.

 

On May 11, 2023, Evergreen Corporation (the “Company”) issued a press release announcing its decision to withdraw from consideration by the shareholders of the Company the proposals (the “Proposals”) set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2023, as amended and supplemented on May 3, 2023, May 4, 2023 and May 5, 2023. The Company will continue to search for an initial business combination in accordance with its existing amended and restated articles and memorandum of association and the investment management trust agreement, dated as of February 8, 2022, by and between the Company and Continental Stock Transfer & Trust Company. Accordingly, the Company will deposit $1,150,000 for an additional three month extension, from May 11, 2023 to August 11, 2023, of the time available for the Company to complete an initial business combination. The shares tendered for redemption in connection with the extraordinary general meeting previously scheduled to vote upon the Proposals will be returned to shareholders as soon as practicable.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Forward Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the deposit of additional funds into the Company’s trust account or the implementation of the extension. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated May 11, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 11, 2023
EVERGREEN CORPORATION
By:	/s/ Liew Choon Lian
Name:	Liew Choon Lian
Title:	Chief Executive Officer