EGRVF / Evergreen Corporation - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41271 Evergreen Corporation (Exact name of registrant as specified in it

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 July 24, 2025 Date of Report (Date of earliest event reported) Evergreen Corporatio

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 July 24, 2025 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 July 9, 2025 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

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 June 5, 2025 Date of Report (Date of earliest event reported) Evergreen Corporation

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 June 5, 2025 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 00-0000000 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 EVERGREEN CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: February 28, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41271 EVERGREEN COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41271 EVERGREEN CORPORATION (Exact na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 February 3, 2025 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  F

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 January 28, 2025 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  F

Amendment to the Investment Management Trust Agreement, dated January 28, 2025, by and between EVGR and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 filed with the Form 8-K filed by the Registrant on February 3, 2025).

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of January 28, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings as

Amended and Restated Memorandum and Articles of Association, dated January 28, 2025

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Evergreen Corporation AMENDED & RESTATED ARTICLES of association (Adopted by special resolution passed on January 28, 2025) Contents 1 Definitions, interpretation and exclusion of Table A 7 Definitions 7 Interpretation 12 Exclusion of Table A Articles 12 2 Shares 13 Power to issue Shares and options, with or without special rights 13 Po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

EVGR / Evergreen Corporation / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d120033dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Power of Attorney

EX-99.B 3 d120033dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

EVGR / Evergreen Corporation / Vivaldi Asset Management, LLC - 13G/A EVGR Passive Investment

SC 13G/A 1 schedule13gaevgr111424.htm 13G/A EVGR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Evergreen Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of th

EVGR / Evergreen Corporation / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-evgr093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d120033dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

EVGR / Evergreen Corporation / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoraevgr09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* EVERGREEN CORPORATION (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

EVGR / Evergreen Corporation / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Evergreen Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the

EVGR / Evergreen Corporation / Hudson Bay Capital Management LP - EVGR 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Evergreen Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 EVERGREEN CORPORATION

EVGR / Evergreen Corporation / CALAMOS INVESTMENT TRUST/IL - SC 13G/A Passive Investment

SC 13G/A 1 tm2425684d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Evergreen Corp. (Name of Issuer) Class A (Title of Class of Securities) G3312W109 (CUSIP Number) 9/30/2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Evergreen Corporation and Forekast Limited Announce Definitive Business Combination Agreement

Exhibit 99.1 Evergreen Corporation and Forekast Limited Announce Definitive Business Combination Agreement Forekast connects today’s business needs to tomorrow’s technology. Forekast continues to innovate, offering flexible and scalable solutions tailored to meet the evolving needs of clients across multiple industries. NEW YORK, Sep. 05, 2024 - Evergreen Corporation (NASDAQ: EVGR), a special purp

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 September 5, 2024 Date of Report (Date of earliest event reported) Evergreen Corpor

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 September 5, 2024 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  

Agreement and Plan of Merger, dated as of September 5, 2024, by and among Evergreen Corporation, Evergreen Merger Corporation, Evergreen Merger Sub Inc., Forekast Limited., and Forekast International Sdn. Bhd.

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among EVERGREEN CORPORATION as Parent, EVERGREEN MERGER CORPORATION as Purchaser EVERGREEN MERGER SUB INC., as Merger Sub, FOREKAST LIMITED, as Holdings, and FOREKAST INTERNATIONAL SDN. BHD., as the Company Dated as of September 5, 2024 Page ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 1.2 Construction 14 ARTICLE II REINCORPORATION MERG

Agreement and Plan of Merger, dated as of September 5, 2024, by and among Evergreen Corporation, Evergreen Merger Corporation, Evergreen Merger Sub Inc., Forekast Limited., and Forekast International Sdn. Bhd. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on August 11, 2024)

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among EVERGREEN CORPORATION as Parent, EVERGREEN MERGER CORPORATION as Purchaser EVERGREEN MERGER SUB INC., as Merger Sub, FOREKAST LIMITED, as Holdings, and FOREKAST INTERNATIONAL SDN. BHD., as the Company Dated as of September 5, 2024 Page ARTICLE I DEFINITIONS 2 1.1 Defined Terms 2 1.2 Construction 14 ARTICLE II REINCORPORATION MERG

Form of Holdings Shareholder Support Agreement by and among Evergreen Corporation, the majority shareholders of Forekast Limited. and Forekast Limited. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on September 11, 2024).

Exhibit 10.1 EXECUTION COPY HOLDINGS SHAREHOLDER SUPPORT AGREEMENT This HOLDINGS SHAREHOLDER SUPPORT AGREEMENT is dated as of September 5, 2024 (this “Support Agreement”), by the shareholder of Holdings as listed on Exhibit A hereto (“Shareholder”), Forekast Limited, a company organized under the laws of the British Virgin Islands (“Holdings”), and Evergreen Corporation., a Cayman Islands exempted

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 September 5, 2024 Date of Report (Date of earliest event reported) Evergreen Corpor

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 September 5, 2024 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  

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on September 11, 2024).

Exhibit 10.3 EXECUTION COPY LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 20, by and between the undersigned (the “Holder”) and Evergreen Corporation, a Cayman Islands exempted company (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. Parent and Fo

Form of Parent Sponsor and Shareholder Support Agreement by and between Forekast Limited., Evergreen Corporation, Evergreen LLC and certain shareholders of Evergreen LLC (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on September 11, 2024).

Exhibit 10.2 EXECUTION COPY PARENT, SPONSOR AND SHAREHOLDER SUPPORT AGREEMENT This PARENT, SPONSOR AND SHAREHOLDER SUPPORT AGREEMENT dated as of September 5, 2024 (this “Agreement”), by and among Evergreen LLC, a Cayman Islands limited liability company (“Sponsor”), the Shareholders of the Sponsor as listed on Exhibit A (each, a “Shareholder”), Forekast Limited, a company organized under the laws

Form of Holdings Shareholder Support Agreement by and among Evergreen Corporation, the majority shareholders of Forekast Limited. and Forekast Limited.

Exhibit 10.1 EXECUTION COPY HOLDINGS SHAREHOLDER SUPPORT AGREEMENT This HOLDINGS SHAREHOLDER SUPPORT AGREEMENT is dated as of September 5, 2024 (this “Support Agreement”), by the shareholder of Holdings as listed on Exhibit A hereto (“Shareholder”), Forekast Limited, a company organized under the laws of the British Virgin Islands (“Holdings”), and Evergreen Corporation., a Cayman Islands exempted

Form of Lock-Up Agreement

Exhibit 10.3 EXECUTION COPY LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 20, by and between the undersigned (the “Holder”) and Evergreen Corporation, a Cayman Islands exempted company (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). BACKGROUND A. Parent and Fo

Form of Parent Sponsor and Shareholder Support Agreement by and between Forekast Limited., Evergreen Corporation, Evergreen LLC and certain shareholders of Evergreen LLC.

Exhibit 10.2 EXECUTION COPY PARENT, SPONSOR AND SHAREHOLDER SUPPORT AGREEMENT This PARENT, SPONSOR AND SHAREHOLDER SUPPORT AGREEMENT dated as of September 5, 2024 (this “Agreement”), by and among Evergreen LLC, a Cayman Islands limited liability company (“Sponsor”), the Shareholders of the Sponsor as listed on Exhibit A (each, a “Shareholder”), Forekast Limited, a company organized under the laws

Evergreen Corporation and Forekast Limited Announce Definitive Business Combination Agreement

Exhibit 99.1 Evergreen Corporation and Forekast Limited Announce Definitive Business Combination Agreement Forekast connects today’s business needs to tomorrow’s technology. Forekast continues to innovate, offering flexible and scalable solutions tailored to meet the evolving needs of clients across multiple industries. NEW YORK, Sep. 05, 2024 - Evergreen Corporation (NASDAQ: EVGR), a special purp

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 August 1, 2024 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  Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 EVERGREEN CORPORATION (Ex

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 9, 2024 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 N

Amendment to the Investment Management Trust Agreement, dated May 9, 2024, by and between EVGR and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of May 9, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigne

Amended and Restated Memorandum and Articles of Association, dated May 9, 2024.

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Evergreen Corporation AMENDED & RESTATED ARTICLES of association (Adopted by special resolution passed on 9 May 2024) Contents 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 5 Exclusion of Table A Articles 6 2 Shares 7 Power to issue Shares and options, with or without special rights 7 Power to iss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 EVERGREEN CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41271 EVERGREEN CORPORATION (Exact na

Evergreen Corporation Clawback Policy (incorporated by reference to Exhibit 97.1 filed with the Annual Report on Form 10-K filed by the Registrant on February 28, 2024).

Exhibit 97.1 EVERGREEN CORPORATION (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted t

EVGR / Evergreen Corporation / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

KYG3312W1096 / Evergreen Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d5sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Evergreen Corp. (Name of Issuer) Class A (Title of Class of Securities) G3312W109 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

KYG3312W1096 / Evergreen Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 evgr20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 EVERGREEN CORPORATION (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

KYG3312W1096 / Evergreen Corp. / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d740980dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

KYG3312W1096 / Evergreen Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d740980dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corporation (Name of Issuer) Common Shares (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Power of Attorney

EX-99.B 3 d740980dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

KYG3312W1096 / Evergreen Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20020040sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen

KYG3312W1096 / Evergreen Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Evergreen Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the a

KYG3312W1096 / Evergreen Corp. / Hudson Bay Capital Management LP - EVGR 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Evergreen Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 June 7, 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

Promissory Note to Evergreen LLC, dated February 7, 2023.

Exhibit 10.1

Promissory Note to Evergreen LLC, dated June 7, 2023.

Exhibit 10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 February 7, 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  F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 September 22, 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

Promissory Note to Evergreen LLC, dated September 21, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Via Edgar

ALEX WENIGER-ARAUJO Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4063 Main 212.407.4000 [email protected] Via Edgar August 4, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Liz Packebusch Laura Nicholson Re: Evergreen Corporation Form 10-K for the Fiscal Year ended November 30, 2022 Filed March 3, 2023 File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41271 EVERGREEN COR

Amended and Restated Memorandum and Articles of Association, dated July 24, 2023

Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Evergreen Corporation AMENDED & RESTATED ARTICLES of association (Adopted by special resolution passed on 18 July 2023) CONTENTS 1 Definitions, interpretation and exclusion of Table A 1 Definitions 1 Interpretation 6 Exclusion of Table A Articles 6 2 Shares 7 Power to issue Shares and options, with or without special rights 7 Power to i

Amendment to the Investment Management Trust Agreement, dated July 24, 2023, by and between EVGR and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of July 24, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Evergreen Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assig

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 July 18, 2023 Date of Report (Date of earliest event reported) Evergreen Corporatio

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 July 18, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: May 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporation (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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

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

EVERGREEN CORPORATION WITHDRAWS PROPOSALS PRESENTED AT EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 EVERGREEN CORPORATION WITHDRAWS PROPOSALS PRESENTED AT EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS KUALA LUMPUR, MALAYSIA, MAY 11, 2023 (GLOBE NEWSWIRE) — Evergreen Corporation (Nasdaq: EVGR) (the “Company”) today announced that is withdrawing from consideration by the shareholders of the Company the proposals (the “Proposals”) set forth in the Company’s Definitive Proxy Statement o

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 10, 2023 Date of Report (Date of earliest event reported) Evergreen Corporation

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 10, 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

EVERGREEN CORPORATION ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO 4:00 p.m. on MAY 10, 2023

Exhibit 99.1 EVERGREEN CORPORATION ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO 4:00 p.m. on MAY 10, 2023 KUALA LUMPUR, MALAYSIA, MAY 10, 2023 (GLOBE NEWSWIRE) — Evergreen Corporation (Nasdaq: EVGR) (the “Company”) today announced that the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), originally scheduled for 11:00

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 9, 2023 Date of Report (Date of earliest event reported) Evergreen Corporation

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 9, 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 N

EVERGREEN CORPORATION ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO MAY 10, 2023

Exhibit 99.1 EVERGREEN CORPORATION ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO MAY 10, 2023 KUALA LUMPUR, MALAYSIA, MAY 09, 2023 (GLOBE NEWSWIRE) — Evergreen Corporation (Nasdaq: EVGR) (the “Company”) today announced that the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), originally scheduled for 9:00 a.m. Eastern T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Via Edgar

345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar May 01, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jeff Gabor Re: Evergreen Corporation Preliminary Proxy Statement on Schedule 14A Filed April 14, 2023 File No. 001-41271 Dear Mr. Gabor: On behalf of Evergreen C

Via Edgar

345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar April 28, 2023 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jeff Gabor Re: Evergreen Corporation Preliminary Proxy Statement on Schedule 14A Filed April 14, 2023 File No. 001-41271 Dear Mr. Gabor: On behalf of Evergreen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporatio

Description of Securities (incorporated by reference to Exhibit 4.5 filed with the Annual Report on Form 10-K for the year ended November 30, 2024 filed by the Registrant on March 3, 2023).

Exhibit 4.5 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 479,000,000 Class A ordinary shares and 20,000,000 Class B o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41271 EVERGREEN CORPORATION (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-41271 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: November 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

KYG3312W1096 / Evergreen Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Evergreen Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the a

KYG3312W1096 / Evergreen Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Evergreen Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

KYG3312W1096 / Evergreen Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 evgr20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Evergreen Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

KYG3312W1096 / Evergreen Corp. / Hudson Bay Capital Management LP - EVGR 13G Passive Investment

SC 13G 1 evgr13g.htm EVGR 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Evergreen Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3312W109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporation (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41271 Evergreen Corporatio

Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EX-99.1 2 ex99-1.htm Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of the Issuer and further agree that this joint filing agreement be included as an exh

Evergreen LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Evergreen Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3312W 125 (CUSIP Number) Lot 1.02, Level 1, Glo Damansara, 699,

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Evergreen Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3312W125 (CUSIP Number) February 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Other Events, Financial Statements and Exhibits

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 February 17, 2022 (February 11, 2022) 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 incorpor

EVERGREEN CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 EVERGREEN CORPORATION INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2022 F-3 Notes to Financial Statement F-4 - F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Evergreen Corporation Opinion on the Financial Statements We have audited the accompanyi

Administrative Services Agreement, dated as of February 8, 2022, between the Company and Evergreen LLC (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 10.5 EVERGREEN CORPORATION 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia February 8, 2022 Evergreen LLC 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement

Investment Management Trust Agreement, dated as of February 8, 2022, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on February 14, 2022).

EX-10.1 4 ex10-1.htm Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2022, by and between Evergreen Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme

Private Placement Unit Purchase Agreement, dated as of February 8, 2022, between the Company and Evergreen LLC (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 10.3 February 8, 2022 Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Re: Form of Placement Unit Purchase Agreement Ladies and Gentlemen: Evergreen Corporation (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities

Underwriting Agreement, dated as of February 8, 2022, between the Company and EF Hutton, division of Benchmark Investments, LLC (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on February 14, 2022).

EX-1.1 2 ex1-1.htm Exhibit 1.1 EVERGREEN CORPORATION UNDERWRITING AGREEMENT February 8, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Evergreen Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), he

Warrant Agreement, dated as of February 8, 2022, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (?Agreement?) is made as of February 8, 2022, between Evergreen Corporation, a Cayman Islands exempted company, with offices at 15-04, The Pinnacle, Persiaran Lagoon, Bandar Sunway, Petaling Jaya, Selangor, Malaysia (?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th

Letter Agreement, dated as of February 8, 2022, among the Company, Evergreen LLC and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 10.4 February 8, 2022 Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Evergreen Corporation, a Cayman Islands exe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 (February 8, 2022) Evergreen Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41271 N/A (State or other jurisdiction of

Indemnification Agreement, dated as February 8, 2022, between the Company and the directors and officers of the Company (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of February 8, 2022 (?Agreement?), by and between Evergreen Corporation, a Cayman Islands exempted company (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential fo

Registration Rights Agreement, dated as of February 8, 2022, among the Company, Evergreen LLC and certain directors of the Company (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on February 14, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 8, 2022, is made and entered into by and among Evergreen Corporation, a Cayman Islands exempted corporation (the ?Company?), Evergreen LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each of the undersigned parties listed on the signature page hereto under ?Holders

Evergreen Corporation 10,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-262109 $100,000,000 Evergreen Corporation 10,000,000 Units Evergreen Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or ent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EVERGREEN CORPORATION (Exact Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EVERGREEN CORPORATION (Exact Name of Registrant as Specified in its Charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.

EF HUTTON, division of Benchmark Investments, LLC

CORRESP 1 filename1.htm EF HUTTON, division of Benchmark Investments, LLC February 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Joseph Ambrogi RE: Evergreen Corporation Registration Statement on Form S-1 Filed January 11, 2022, as amended File No. 333-262109 Acceleratio

Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia

CORRESP 1 filename1.htm Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia February 4, 2022 VIA EDGAR & TELECOPY Division of Corporation Finance Office of Trade and Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Evergreen Corporation (the “Company”) Registration Statement on Form S-1 (File No. 333-

As filed with the Securities and Exchange Commission on January 24, 2022.

As filed with the Securities and Exchange Commission on January 24, 2022. Registration No. 333-262109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERGREEN CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporat

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (“Agreement”) is made as of January, 2022 between Evergreen Corporation, a Cayman Islands exempted company, with offices at 15-04, The Pinnacle, Persiaran Lagoon, Bandar Sunway, Petaling Jaya, Selangor, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floo

Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on January 7, 2023).

EX-14 28 ex14.htm Exhibit 14 EVERGREEN CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction The Board of Directors (the “Board”) of Evergreen Corporation (the “Company”) has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the extent that employ

Consent of Mohamad Zabidi Bin Ahmad to be Named as a Director Nominee

Exhibit 99.3 CONSENT OF DIRECTOR-NOMINEE This Consent of Director-Nominee is delivered in connection with the Registration Statement on Form S-1 of Evergreen Corporation (the “Company”) to be filed with the Securities Exchange Commission (as it may be amended from time to time, the “Registration Statement”) for the registration under the Securities Act of 1933, as amended, of units, ordinary share

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on January 11, 2022).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] EVERGREEN CORPORATION UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE REDEEMABLE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Shares?), o

Form of Audit Committee Charter

Exhibit 99.1 EVERGREEN CORPORATION FORM OF AUDIT COMMITTEE CHARTER [Effective as of January , 2022] I. Purpose The purposes of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Evergreen Corporation (the ?Company?) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: A. the quality and integrity of the Company?s fi

Consent of Alberto Coronado Santos to be Named as a Director Nominee

EX-99.5 36 ex99-5.htm Exhibit 99.5 CONSENT OF DIRECTOR-NOMINEE This Consent of Director-Nominee is delivered in connection with the Registration Statement on Form S-1 of Evergreen Corporation (the “Company”) to be filed with the Securities Exchange Commission (as it may be amended from time to time, the “Registration Statement”) for the registration under the Securities Act of 1933, as amended, of

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on January 11, 2022).

EX-4.3 13 ex4-3.htm Exhibit 4.3 Number WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EVERGREEN CORPORATION Formed under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s

Form of Indemnity Agreement

EX-10.4 23 ex10-4.htm Exhibit 10.4 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of January [], 2022 (“Agreement”), by and between Evergreen Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have incr

Consent of Izmet Iskandar Bin Mohd Ramli to be Named as a Director Nominee

Exhibit 99.6 CONSENT OF DIRECTOR-NOMINEE This Consent of Director-Nominee is delivered in connection with the Registration Statement on Form S-1 of Evergreen Corporation (the ?Company?) to be filed with the Securities Exchange Commission (as it may be amended from time to time, the ?Registration Statement?) for the registration under the Securities Act of 1933, as amended, of units, ordinary share

Form of Letter Agreement between the Registrant, Evergreen LLC and each director and officer of the Registrant

Exhibit 10.7 January , 2022 Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Evergreen Corporation, a Cayman Islands exemp

Form of Placement Unit Purchase Agreement between the Registrant and Evergreen LLC

EX-10.3 22 ex10-3.htm Exhibit 10.3 , 2022 Evergreen Corporation 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Re: Form of Placement Unit Purchase Agreement Ladies and Gentlemen: Evergreen Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register it

Memorandum of Association

EX-3.1 3 ex3-1.htm Exhibit 3.1

Securities Subscription Agreement, dated November 22, 2021, between the Registrant and Evergreen LLC

Exhibit 10.6 Evergreen Corporation November 26, 2021 Evergreen LLC 78 SW 7th Street, Suite 500 Miami, Florida, 33130 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into as of November 26, 2021, by and between Evergreen LLC, a Limited Liability Company registered in the Cayman Islands, (the ?Subscriber? or ?you?), and Evergreen Corporation, a

As filed with the Securities and Exchange Commission on January 11, 2022.

As filed with the Securities and Exchange Commission on January 11, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERGREEN CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Pr

Amended & Restated Memorandum and Articles of the Company (incorporated by reference to Exhibit 3.2 filed with the Form S-1/A filed by the Registrant on January 11, 2022).

Exhibit 3.2 Companies Act (Revised) Company Limited by Shares AMENDED & RESTATED memorandum of association OF Evergreen CORPORATION (Adopted by special resolution passed on [DATE] 2022) Companies Act (Revised) Company Limited by Shares Amended & Restated Memorandum of Association of Evergreen Corporation (Adopted by special resolution passed on [DATE] 2022) 1 The name of the Company is Evergreen C

Consent of Lim Wai Loong to be Named as a Director Nominee

Exhibit 99.4 CONSENT OF DIRECTOR-NOMINEE This Consent of Director-Nominee is delivered in connection with the Registration Statement on Form S-1 of Evergreen Corporation (the ?Company?) to be filed with the Securities Exchange Commission (as it may be amended from time to time, the ?Registration Statement?) for the registration under the Securities Act of 1933, as amended, of units, ordinary share

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on January 11, 2022).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] EVERGREEN CORPORATION FORMED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES, PAR VALUE $0.0001, OF EVERGREEN CORPORATION (THE ?COMPANY?) transferable on the books of the Company in person or by duly authorized attorney up

Form of Compensation Committee Charter

Exhibit 99.2 Evergreen Corporation FORM OF COMPENSATION COMMITTEE CHARTER [as adopted by the Board of Directors on January , 2022] I. Purpose The purposes of the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Evergreen Corporation (the ?Company?) shall be to oversee the Company?s compensation and employee benefit plans and practices, including its executive com

Promissory Note, dated as November 22, 2021, issued to Evergreen LLC

Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI

Form of Registration Rights Agreement among the Registrant and certain securityholders

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2022, is made and entered into by and among Evergreen Corporation, a Cayman Islands exempted corporation (the ?Company?), Evergreen LLC, a Cayman Islands limited liability company (the ?Sponsor?), and each of the undersigned parties listed on the signature page hereto under ?Holders? (each su

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2022, by and between Evergreen Corporation, a Cayman Islands exempted corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-[]

Form of Administrative Support Agreement by and between the Registrant and Evergreen LLC

Exhibit 10.8 EVERGREEN CORPORATION 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia January [], 2022 Evergreen LLC 15-04, The Pinnacle Persiaran Lagoon, Bandar Sunway Petaling Jaya, Selangor, Malaysia Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement

Form of Underwriting Agreement

EX-1.1 2 ex1-1.htm Exhibit 1.1 EVERGREEN CORPORATION UNDERWRITING AGREEMENT , 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Evergreen Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), hereby confi

This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 23, 2021 and is not being filed under the Securities Act of 1933, as amended.

This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 23, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERGREEN CORPORATION (Exact name of registrant as specified in

WARRANT AGREEMENT

EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (“Agreement”) is made as of December, 2021 between Evergreen Corporation, a Cayman Islands exempted company, with offices at 15-04, The Pinnacle, Persiaran Lagoon, Bandar Sunway, Petaling Jaya, Selangor, Malaysia (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1