Item
8.01. Other Events.
On
May 10, 2023, Evergreen Corporation (the “Company”) convened and then adjourned, without conducting any business,
the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), originally
scheduled for 11:00 a.m. Eastern Time on May 10, 2023, to recommence at 4:00 p.m. Eastern Time on May 10, 2023 as a virtual meeting via
live webcast at https://www.cstproxy.com/evergreencorporation/2023 and the offices of Evergreen Corporation, Lot 1.02, Level 1,
Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia.
The
Extraordinary General Meeting is being held for the purposes of considering and voting on the following proposals:
| |
● |
To
amend the Company’s Amended and Restated Articles of Association (the “Articles of Association”) to give
the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”)
up to twelve (12) times for an additional one (1) month each time, from May 11, 2023 to May 11, 2024 (as extended, the “Extended
Date”) (i.e., for a period of time ending 27 months after the consummation of its initial public offering (the “IPO”)). |
| |
|
|
| |
● |
To
amend the Company’s investment management trust agreement, dated as of February 8, 2022, by and between the Company and Continental
Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to
twelve (12) times for an additional one (1) month each time from May 11, 2023 to the Extended Date by depositing into the Trust Account,
for each one-month extension, the lesser of (a) $160,000 and (b) $0.055 for each Class A ordinary share issued and outstanding after
giving effect to the Redemption. |
| |
|
|
| |
● |
To
amend the Articles of Association to expand the methods that the Company may employ to not become subject to the “penny stock”
rules of the Securities and Exchange Commission. |
| |
|
|
| |
● |
To
amend the Articles of Association to provide for the right of a holder of the Company’s Class B ordinary shares, par value
$0.0001 per share, to convert into Class A ordinary shares, par value $0.0001 per share, of the Company on a one-for-one basis at
any time and from time to time prior to the closing of a business combination at the election of the holder. |
Each
of the foregoing proposals is described in more detail in the definitive proxy statement related to the Extraordinary General Meeting
filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 2, 2023, as amended and supplemented
on May 3, 2023, May 4, 2023 and May 5, 2023 (the “Definitive Proxy Statement”).
The
record date for the Extraordinary General Meeting remains the close of business on May 2, 2023.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the approval of certain proposals at the Extraordinary General
Meeting or the implementation of the Extension. These statements are based on current expectations on the date of this Current Report
on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks
set forth in the Definitive Proxy Statement, the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov.
The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional
Information and Where to Find It
Investors
and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important information about
the Extraordinary General Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Definitive
Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and
once available, at the SEC’s website at www.sec.gov, or by written request to the Company at Evergreen Corporation, Lot 1.02, Level
1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia.
Participants
in the Solicitation
The
Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of
proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Extraordinary General
Meeting. Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy
Statement, which may be obtained free of charge from the sources indicated above.