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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
July
24, 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 |
(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 |
|
EGRVF |
|
OTC Pink |
| Warrants |
|
EGUVF |
|
OTC Pink |
| Units |
|
EGSVF |
|
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, 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.
Since
the Company did not consummate an initial acquisition (a “Business Combination”) within thirty-six (36) months or within
forty-two (42) months, where applicable, from the closing of its initial public offering on February 8, 2022, the Company’s articles
of association, as amended (the “Articles”), provides that such failure is an Automatic Redemption Event and the directors
of the Company are required to take all such action necessary to: (i) promptly, cease all operations, except for the purpose of winding
up; (ii) as promptly as reasonably possible, redeem the Company’s Class A ordinary shares, par value US$0.0001 per share, sold
in the Company’s initial public offering that remained
outstanding (the “Public Shares”) at a per-share price, payable in cash (the “Redemption”), equal to the aggregate
amount on deposit in a trust account established for the benefit of the holders of the Class A ordinary shares (the “Trust Account”),
including interest earned on the funds held in the Trust Account and not previously released to the Company which shall be net of taxes
payable, divided by the number of outstanding Public Shares (the “Redemption Amount”), which redemption will completely extinguish
the rights of the holders of the Public Shares as stockholders (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 the remaining stockholder(s) and
the Board of Directors of the Company, dissolve and liquidate the Company in accordance with the applicable law.
On
July 11, 2025, the Company’s directors unanimously approved amongst others, the termination of the Company’s business as
a special purpose acquisition company and cease all operations except the winding up of the Company’s operations (the “Termination
of Business”); the de-registration of the Company’s securities with the Securities and Exchange Commission (the “De-Registration”);
the de-listing of the Company’s securities from its current trading market (the “De-Listing”); the liquidation of the
trust account established by the Company upon the consummation of the IPO; the redemption of the outstanding Public Shares (the “Trust
Liquidation”); the cancelation of the warrants issued by the Company in the IPO (the “Warrant Cancellation”); the cancellation
of the private placement units held by Evergreen LLC, the Company’s sponsor (the “Sponsor Cancellation”); and to commence
its voluntarily liquidation of the Company upon completion of all the
above / other
steps. The Board also determined to cease the operations of its audit and compensation committees and the surrender by the Company’s
sponsor of its 2,874,999 Class B ordinary founders shares for no consideration.
On
July 21, 2025, the Company (i) notified the OTC Markets of the anticipated Redemption, liquidation and dissolution; and (ii) requested
that the OTC Markets suspend trading of the Public Shares, redeemable warrants and Units (collectively, the
“Securities”).
The
Company intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s
reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
Item 3.03.
Material Modification to Rights of Security Holders.
The
information under Item 3.01 regarding the Redemption is incorporated into this Item 3.03 by reference.
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:
July 24, 2025
| |
EVERGREEN CORPORATION |
| |
|
|
| |
By: |
/s/ Liew Choon Lian |
| |
Name: |
Liew Choon Lian |
| |
Title: |
Chief Executive Officer |
