Nasdaq Form 25 Filed to Remove All Evergreen Corp Securities from Exchange

Rhea-AI Filing Summary

Evergreen Corporation (Nasdaq: EVGRU) filed a Form 25 on June 29, 2025, formally notifying the SEC of the removal of its Class A ordinary shares, warrants and units from listing and registration on the Nasdaq Stock Market under Section 12(b) of the Exchange Act (Commission File No. 333-262109).

The notice, signed on June 20, 2025 by Nasdaq Hearings Advisor Aravind Menon, certifies that Nasdaq and Evergreen have complied with Rule 12d2-2(a), 12d2-2(b) and 12d2-2(c), covering both exchange-initiated and issuer-voluntary delisting procedures. Nasdaq affirms it has reasonable grounds for filing and that all internal rules governing the strike of securities have been satisfied.

The filing contains no financial statements, operating metrics, risk factors or legal proceedings. Its sole purpose is to effect the delisting and deregistration of Evergreen’s securities. Once the Form 25 becomes effective under SEC rules, the affected securities will no longer be listed or registered on Nasdaq, substantially reducing their on-exchange liquidity and eliminating Section 12(b) reporting obligations.

Positive

• None.

Negative

• Nasdaq filed Form 25 to delist and deregister Evergreen’s Class A shares, warrants and units, eliminating their Nasdaq trading status.
• The filing offers no accompanying financial or strategic rationale, increasing uncertainty and reducing transparency for current investors.

Insights

Exchange Compliance Analyst

TL;DR: Nasdaq’s Form 25 triggers delisting of all EVGRU securities, ending their Section 12(b) registration and on-exchange trading.

Key implications:

• The filing confirms full regulatory compliance with Rule 12d2-2, indicating the delisting process is procedurally complete.
• All three security classes—Class A shares, warrants, and units—are affected, leaving investors without a Nasdaq trading venue.
• The absence of financial or strategic disclosures means investors receive no context such as mergers, liquidation or restructuring plans that often accompany SPAC-related delistings; information asymmetry therefore increases.
• Post-delisting, Evergreen’s reporting obligations under Section 12(b) lapse, potentially reducing transparency unless the issuer voluntarily continues to report under Section 15(d).

Risk Analyst

TL;DR: Delisting heightens liquidity and valuation risk for EVGRU holders with no compensating positives disclosed.

Risk perspective:

• Liquidity risk: Investors may be forced to trade in the over-the-counter market, typically characterised by wider spreads and lower volumes.
• Price discovery: Loss of centralised exchange oversight can lead to greater volatility and less reliable pricing.
• Disclosure risk: With Section 12(b) registration withdrawn, mandatory periodic SEC reporting ceases unless another basis exists, diminishing transparency.
• No offsetting corporate actions—such as relisting on another exchange or cash-out provisions—are mentioned, leaving a net negative outlook.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

333-262109

Issuer:	Evergreen Corp
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	15-04, The Pinnacle, Persiaran Lagoon
	Bandar Sunway
	Petaling Jaya Selangor	MALAYSIA	47500
Telephone number:					+60 3 7610 2988

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Class A Ordinary Shares, Warrants, Units

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-06-20	By	Aravind Menon		Hearings Advisor
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did EVGRU submit Form 25 to the SEC?

The filing notifies the SEC of Evergreen’s intention—together with Nasdaq—to remove its Class A shares, warrants and units from Nasdaq listing and Section 12(b) registration.

Which Evergreen securities are affected by the delisting notice?

All Class A ordinary shares, warrants and units referenced by ticker EVGRU are included in the Form 25.

Who signed the Form 25 on behalf of Nasdaq?

The notice was signed by Aravind Menon, Hearings Advisor, on June 20, 2025.

Does the Form 25 contain any financial results for Evergreen?

No. The document is strictly procedural and includes no financial statements or operating metrics.

What SEC rules are cited to justify the removal from listing?

Nasdaq cites 17 CFR 240.12d2-2(a), 12d2-2(b) and 12d2-2(c), covering both exchange-initiated and issuer-voluntary delistings.