Form 8-K - Current report

 

 

 

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  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: [phone]

 

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 1.01

Entry into a Material Definitive Agreement.

 

On February 7, 2023, Evergreen Corporation (“EVGR”) issued an unsecured, non-interest bearing promissory note in the principal amount of $1,150,000 (the “Note”) to Evergreen LLC, EVGR’s sponsor. The maturity date of the Note shall be upon the closing of a Repayment/Conversion Trigger Event, as such term is defined below, and the holder of the Note, in its sole discretion, may convert any or all of the unpaid principal under the Note into units of the Company, at a price of $10.00 per unit, upon consummation of the Company’s initial business combination. “Repayment/Conversion Trigger Event” means:

 

(i)	the closing of a merger, consolidation or other business combination pursuant to which the Company acquires an entity for its initial business combination; or

 

(ii)

the liquidation of EVGR on or before the expiration of the time available under EVGR’s certificate of incorporation for EVGR to consummate a business combination, or such later liquidation date as may be approved by EVGR’s stockholders, or such later liquidation date as may be approved by EVGR’s stockholders, that occurs while the Note is outstanding or any time thereafter prior to the repayment of the Note.

 

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
10.1		Promissory Note to Evergreen LLC, dated February 7, 2023.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

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: October 5, 2023
EVERGREEN CORPORATION
By:	/s/ Liew Choon Lian
Name:	Liew Choon Lian
Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cover	Feb. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 07, 2023
Entity File Number	001-41271
Entity Registrant Name	Evergreen Corporation
Entity Central Index Key	0001900402
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Lot 1.02, Level 1
Entity Address, Address Line Two	Glo Damansara, 699
Entity Address, Address Line Three	Jalan Damansara, Taman Tun Dr Ismail,
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	60000
City Area Code	+1
Local Phone Number	786 406 6082
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	EVGR
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	EVGRW
Security Exchange Name	NASDAQ
Units
Title of 12(b) Security	Units
Trading Symbol	EVGRU
Security Exchange Name	NASDAQ

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