Failed Merger Leaves Evergreen Corp Seeking New Strategic Options

Rhea-AI Filing Summary

Evergreen Corporation (OTC:EVGRU) filed an 8-K announcing the termination of its Business Combination Agreement with Forekast Limited and Forekast International Sdn. Bhd. The merger agreement, originally dated September 5, 2024, and amended September 18, 2024, was terminated on June 5, 2025, as the merger was not consummated by the February 28, 2025 deadline.

Following the termination notice, the Business Combination Agreement is now void, and no parties bear any liability under the agreement. The company, which trades on the OTC Pink market through its ordinary shares (EGUVF), warrants (EGSVF), and units (EGRVF), is classified as an emerging growth company.

Positive

• Clean termination with no residual liabilities for any parties
• Proper governance procedures followed in termination process

Negative

• Failure to complete strategic business combination
• Missed critical February 2025 merger deadline
• 3-month delay between deadline miss and termination notice

Insights

M&A Specialist

Failed merger termination signals potential strategic setback for Evergreen, raising questions about future growth plans.

The termination of this business combination represents a significant strategic pivot point for Evergreen Corporation. The failure to consummate the merger by the February deadline suggests possible execution challenges or unforeseen complications in the deal structure. The clean break with no lingering liabilities is positive from a legal standpoint, but leaves Evergreen without its planned growth vehicle. As an emerging growth company trading on the OTC Pink market, this failed merger could impact their ability to attract future strategic partners.

Corporate Governance Expert

Clean termination execution minimizes legal exposure, but highlights need for improved deal timeline management.

The termination process appears well-executed from a governance perspective, with proper notifications and clear liability provisions. However, the 3-month gap between the February deadline and June termination notice raises questions about internal decision-making processes. The company's status as an emerging growth company on the OTC Pink market may have contributed to deal complexity. Management should review their M&A execution capabilities and timeline management for future strategic transactions.

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 5, 2025

Date of Report (Date of earliest event reported)

Evergreen Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41271		N/A 00-0000000
(State or other jurisdiction of incorporation)		(Commission  File Number)		(I.R.S. Employer Identification No.)

Lot 1.02, Level 1,

Glo Damansara, 699,

Jalan Damansara, Taman Tun Dr Ismail,

60000 Kuala Lumpur, Malaysia

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: +1 786 406 6082

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		EGUVF		OTC Pink
Warrants		EGSVF		OTC Pink
Units		EGRVF		OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Business Combination Agreement

On June 5, 2025, Evergreen Corporation (the “Company” or “we” or “our” or “us”) received a Notice of Termination to the Agreement and Plan of Merger, dated September 5, 2024, amended and restated on or about September 18, 2024, by and among the and the Company, Evergreen Merger Corporation, Evergreen Merger Sub Inc., Forekast Limited and Forekast International Sdn. Bhd. (“Forekast”)(the “Business Combination Agreement”). Forekast terminated the Business Combination Agreement pursuant to Section 12.1(d)(i) therein as the Merger was not consummated prior to February 28, 2025.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is void and there is no liability under the Business Combination Agreement on the part of any party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 25, 2025

EVERGREEN CORPORATION
By:	/s/ Liew Choon Lian
Name:	Liew Choon Lian
Title:	Chief Executive Officer

FAQ

Why was the Evergreen Corporation merger agreement terminated?

The merger agreement was terminated because it was not consummated by the deadline of February 28, 2025, as specified in Section 12.1(d)(i) of the Business Combination Agreement.

Are there any financial penalties for Evergreen Corporation due to the merger termination?

No, according to the filing, the Business Combination Agreement is void and there is no liability on the part of any party following the termination.

When was the original merger agreement signed with Forekast?

The original Agreement and Plan of Merger was signed on September 5, 2024, and was amended and restated on September 18, 2024.

What are Evergreen Corporation's trading symbols?

Evergreen Corporation trades on the OTC Pink market with three symbols: EGUVF for Ordinary Shares, EGSVF for Warrants, and EGRVF for Units.