EVGR Evergreen Corporation

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF Evergreen Corporation
TO BE HELD ON [●], 2023

To the Shareholders of Evergreen Corporation:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Evergreen Corporation, a Cayman Islands exempted company (the “Company,” “EVGR,” “we,” “us” or “our”), will be held on [●], 2023, at [●], New York. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of EVGR shareholders and other meeting participants, the Extraordinary General Meeting will be held in person at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and in a virtual meeting format. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/[●] and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless EVGR determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated [●], 2023 and is first being mailed to shareholders on or about that date:

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow EVGR additional time to complete an initial business combination (the “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period two (2) times for an additional three (3) months each time (each an “Extension Period”) from February 11, 2023 (i.e., 12 months after the consummation of the IPO) up to August 11, 2023 (i.e., 18 months from the consummation of the IPO) (as extended, the “Termination Date”). The only way to extend the Combination Period after February 11, 2023 without the need for a separate shareholder vote under the Articles of Association and the Trust Agreement is for the Sponsor, upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the trust account (the “Trust Account”) $2,300,000 for two three-month extensions.

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will instead have the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time up to the Extended Date, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.

Currently, the Company may extend the Termination Date to August 11, 2023 by depositing $1,150,000 for each three (3) month extension permitted under the Articles of Association into the Trust Account. EVGR’s board of directors (the “Board”) has determined that it is in the best interests of EVGR to seek an extension of the Termination Date and have EVGR’ shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination if needed. EVGR intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that an extension of the Combination Period (the “Extension”) be obtained so that EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

As contemplated by the Articles of Association, the holders EVGR’ Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two (2) business days prior to the consummation of the Extraordinary General Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

EVGR’s Articles of Association provide that EVGR will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which EVGR may rely, as it has since its initial public offering, to be not subject to the “penny stock” rules of the SEC.

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemptions may prevent the Company from being able to consummate a Business Combination. The Company believes that the Founder Share Amendment Proposal allows increased flexibility for the Sponsor to convert its shares in the best interest of the Company and may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a Business Combination. The holders of the issued and outstanding founder shares have informed the Company that, if the Founder Share Amendment Proposal is approved, they expect to convert substantially all of the founder shares into Class A Ordinary Shares of the Company, in accordance with the terms of the Founder Share Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A Ordinary Shares.

On [●], 2023, the redemption price per Public Share was approximately $[●] (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of [●], 2023 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on [●], 2023 was $[●]. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[●] less per share than if the Public Shares were sold in the open market. EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to EVGR’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor (the “Founder Shares”), as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal at the Extraordinary General Meeting.

Record holders of Ordinary Shares and Founder Shares at the close of business on [●], 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were [●] issued and outstanding Ordinary Shares and [●] Founder Shares issued and outstanding. EVGR’s warrants do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, EVGR urges you to read this material carefully and vote your shares.

This proxy statement is dated [●], 2023 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Evergreen Corporation

Liew Choon Lian

Chairman of the Board

table of contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect EVGR’s current views with respect to, among other things, EVGR’s capital resources and results of operations. Likewise, EVGR’s financial statements and all of EVGR’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect EVGR’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. EVGR does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect EVGR’s good faith beliefs, they are not guarantees of future performance. EVGR disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause EVGR’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in EVGR’s final prospectus filed with the SEC on February 10, 2022 in connection with EVGR’s initial public offering, as amended by other reports EVGR filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to EVGR (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

If the Extension is implemented and one or more EVGR shareholders elect to redeem their Public Shares pursuant to the Redemption, EVGR will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for EVGR’s use in connection with consummating a Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, and Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate a Business Combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’ obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the 2,875,000 Founder Shares and 532,500 shares underlying the private placement units held by them. There will be no distribution from the trust account with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the trust account.

The Adjournment Proposal is conditioned on EVGR not obtaining the necessary votes for approving the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, and the Founder Share Amendment Proposal prior to the Extraordinary General Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.

While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

EVGR’s Articles of Association provide that EVGR will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which EVGR may rely, as it has since its initial public offering, to be not subject to the “penny stock” rules of the SEC.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by EVGR shareholders on a Business Combination will occur at an extraordinary general meeting of EVGR shareholders, to be held on at a later date, and the solicitation of proxies from EVGR shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of EVGR shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment or the Founder Share Amendment Proposal are not approved by EVGR shareholders, EVGR may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by EVGR shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, an EVGR’s shareholder’s failure to vote by proxy or to vote oneself at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

The Board believes that it is in the best interests of EVGR shareholders and EVGR that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

The Board believes that it is in the best interests of EVGR shareholders and EVGR that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension as needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

The initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 2,875,000 Founder Shares, representing approximately twenty percent (20%) of EVGR’s issued and outstanding shares, and 532,500 Ordinary Shares underlying the private placement units held by the Sponsor.

If you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are not approved at the Extraordinary General Meeting or at any adjournment thereof and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

The Sponsor and the officers, directors and the initial shareholders of EVGR waived their rights to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying the private placement units held by them. There will be no distribution from the Trust Account with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of EVGR held by EVGR’s officers, directors, the Sponsor and its affiliates. In addition, the Articles of Association currently provide that EVGR cannot redeem or repurchase Public Shares to the extent such redemption would result in EVGR’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Extension in accordance with the Articles of Association. As a result, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

You also may revoke your proxy by sending a notice of revocation to EVGR’s Secretary, which must be received by EVGR’s Secretary on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●], New York Time, on [●], 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/ [●] and entering the voter control number included on your proxy card.

Voting by Telephone. Dial toll-free [●] in the United States or [●] from foreign countries and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on [●], 2023 to be counted.

The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Trust Agreement Amendment Proposal.

The Board has also determined that the NTA Requirement Amendment is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the NTA Requirement Amendment.

The Board has also determined that the Founder Share Amendment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Founder Share Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Adjournment Proposal.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on [●], 2023 (two (2) business days before the Extraordinary General Meeting), (i) submit a written request to the Trustee, that EVGR redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of EVGR’s transfer agent is listed under the question “Who can help answer my questions?” below. EVGR requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to EVGR’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and EVGR’s transfer agent will need to act to facilitate the request. It is EVGR’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because EVGR does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with EVGR’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

EVGR shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Separate voting materials will be mailed to EVGR shareholders for a Business Combination Extraordinary General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary General Meeting.

Evergreen Corporation
Lot 1.02, Level 1,

Glo Damansara, 699, Jalan Damansara

Taman Tun Dr Ismail

60000 Kuala Lumpur, Malaysia
Attention: Chief Financial Officer

Email: izmet@evg-corp.com

You may also contact the proxy solicitor for EVGR at:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Tel: (877) 870-8565 (toll-free) or

(206) 870-8565 (collect)

Email: ksmith@advantageproxy.com

To obtain timely delivery, EVGR shareholders must request the materials no later than [●], 2023, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about EVGR from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on [●], 2023 (two business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

EXTRAORDINARY GENERAL MEETING OF EVGR SHAREHOLDERS

This proxy statement is being provided to EVGR shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of EVGR shareholders to be held on [●], 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about [●], 2023 to all shareholders of record of EVGR as of [●], 2023, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at [●], New York Time, on [●], 2023 at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via live webcast by visiting https://www.cstproxy.com/[●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, EVGR shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of EVGR, you have a right to vote on certain matters affecting EVGR. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares or Founder Shares at the close of business on [●], 2023, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Ordinary Shares or Founder Shares that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [●] issued and outstanding Ordinary Shares, of which [●] shares were held by holders of Public Shares and 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying the private placement units were held by the Sponsor.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment Proposal the NTA Requirement Amendment and the Founder Share Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Extraordinary General Meeting and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.

It is possible that EVGR will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If EVGR fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, EVGR will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares – Shareholders of Record

If you are an EVGR shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, ‘FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●], New York Time, on [●], 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/[●] and entering the voter control number included on their proxy card.

Voting by Telephone. Dial toll-free [●] in the United States or [●] from foreign countries and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on [●], 2023 to be counted.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from EVGR. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to [●]. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC

Attn: SPAC Redemption Team

1 State Street, 30^th Floor

New York, NY 10004

You will receive a confirmation of your registration by email after EVGR receives your registration materials. You may attend the Extraordinary General Meeting by visiting https://www.cstproxy.com/[●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. Follow the instructions provided to vote. EVGR encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia New York Time, on [●], 2023 and virtually via live webcast on the Internet. You will be able to attend the Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/ [●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.

EVGR intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., EVGR’s proxy solicitor, at: Toll Free: (877) 870-8565; Collect: (206) 870-8565; Email: ksmith@advantageproxy.com.

Redemption Rights

In connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal, and contingent upon the effectiveness of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment proposal and the Founder Share Amendment Proposal, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

In order to exercise your Redemption rights you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[●] as of the Record Date. Prior to their exercising Redemption rights, EVGR shareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of EVGR, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, EVGR will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of EVGR’s warrants will expire worthless.

Your right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal does not affect the right of EVGR shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and additional redemption right available to EVGR shareholders.

Appraisal Rights

There are no appraisal rights available to EVGR shareholders in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, or the Founder Share Amendment Proposal.

Proxy Solicitation Costs

EVGR is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. EVGR has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. EVGR and its directors, officers and employees may also solicit proxies on the Internet. EVGR will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

EVGR will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. EVGR will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to EVGR shareholders. Directors, officers and employees of EVGR who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Initial Shareholders

In considering the recommendation of our Board to vote in favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

Additionally, if the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are approved and EVGR consummates an initial business combination, the officers and directors of EVGR may have additional interests as described in the proxy statement/prospectus for such transaction.

We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is controlled by Liew Choon Lian, an individual who resides in and is a citizen of Malaysia. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by May 11, 2023 (or August 11, 2023 if extended) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $[●] per share (including interest not previously released to EVGR to pay its taxes), without taking into account any interest earned after [●], 2023, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL

Overview

EVGR is proposing to amend its Articles of Association to extend the date by which EVGR has to consummate a business combination to the Extended Date so as to give EVGR additional time to complete a Business Combination. A copy of the proposed amended and restated Articles of Association of EVGR is attached to this proxy statement as part of Annex A.

While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination. EVGR intends to hold a Business Combination Extraordinary General Meeting at a future date to approve a Business Combination.

Articles of Association

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

As contemplated by the Articles of Association, the holders of the Ordinary Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.

On [●], the redemption price per Public Share was approximately $[●] (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of [●], 2023 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq Global Market on [●], 2023 was $[●]. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[●] less per share than if the Public Shares were sold in the open market. EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.

Reasons for the Extension Amendment Proposal

EVGR has determined that there will not be sufficient time before May 11, 2023 (its current termination date) to hold an Extraordinary General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination, unless the Sponsor elects to further extend the Termination Date by depositing an extension amount of $1,150,000 for an additional three-month extension under the Articles of Association and Trust Agreement. Under the circumstances, the Sponsor wants to pay an extension amount that is substantially less than the $1,150,000 required for a three-month extension under the Articles of Association and Trust Agreement, on a month-to-month and as-needed basis only. After consultation with the Sponsor, EVGR’s management has reasons to believe that, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Sponsor will extend to EVGR the lesser of (a) $175,000 and (b) $0.055 for each Class A ordinary share (the “Extension Payment”) as a loan so the Company can deposit the funds into the Trust Account as the Extension Payment, upon advance notice prior to the applicable deadlines, and extend the Combination Period for an additional one (1) month period, up to twelve (12) times until the Extended Date. Each Extension Payment will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof), other than the first Extension Payment which will be made on the day of the approval of the Trust Agreement Amendment Proposal. The Extension Payment(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

The Articles of Association currently provide that EVGR has until the Termination Date to complete an initial business combination. EVGR and its officers and directors agreed that they would not seek to amend the Articles of Association to allow for a longer period of time to complete a business combination unless EVGR provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

The Extension Amendment Proposal is essential to allowing EVGR additional time to consummate a Business Combination in the event a Business Combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. Unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying the private placement units held by them. There will be no distribution from the Trust Account with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, EVGR intends to file the amended and restated Articles of Association with the Cayman Islands Registrar of Companies in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. EVGR will then continue to attempt to consummate a business combination until the Extended Date. EVGR will remain a reporting company under the Exchange Act and its Units, Ordinary Shares and public warrants will remain publicly traded during this time.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by EVGR shareholders on a Business Combination will occur at a separate Business Combination Extraordinary General Meeting of EVGR shareholders, to be held at a later date, and the solicitation of proxies from EVGR shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of EVGR shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: SPAC Redemption Team

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by EVGR’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[●] as of [●], 2023. Prior to their exercising redemption rights, EVGR shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of EVGR, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If EVGR does not consummate an initial business combination on or before the Termination Date, the Extension Amendment Proposal is not approved, and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, EVGR will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to the public shareholders and all of EVGR’s warrants will expire worthless.

Your right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal does not affect the right of EVGR shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and additional redemption right available to EVGR shareholders. Shareholders of EVGR seeking to exercise their redemption rights in connection with a Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus relating to a Business Combination Extraordinary General Meeting.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative vote of at least two-thirds (2/3) majority of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Proposal.

Our Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Extension Amendment Proposal is as follows:

“RESOLVED, as a special resolution, that subject to and conditional upon: (a) the effectiveness of the ordinary resolution to amend the Trust Agreement as set out below; (b) the effectiveness of the special resolution to amend the Amended and Restated Articles of Association of the Company with respect to the NTA Requirement Amendment as set forth in Annex A and (c) the Trust Account having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Articles of Association (a copy of which is attached to this proxy statement as Annex A), be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s existing articles of association.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT EVGR shareholders VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL.