[8-K] Evergreen Corporation Unit Reports Material Event

Rhea-AI Filing Summary

V.F. Corporation (VFC) filed an 8-K reporting the results of its 22 July 2025 Annual Meeting (Item 5.07).

• Board election – 12 directors re-elected: support ranged from 90.8% (Juliana L. Chugg) to 99.1% (Alexander K. Cho); broker non-votes totaled 57.2 M.
• Say-on-pay: 282.2 M votes for, 11.7 M against, 0.6 M abstentions (≈96% approval).
• Auditor ratification: PricewaterhouseCoopers LLP re-appointed with 325.6 M votes for, 25.3 M against, 0.8 M abstentions (≈92.8% approval).

No other matters were submitted and no extraordinary events were disclosed. The strong majorities suggest continued shareholder confidence in VF’s governance, compensation practices and audit oversight.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors, pay and auditor soundly approved, indicating broad shareholder support and low governance risk.

The meeting produced predictable outcomes: every director secured >90% of votes cast, including newer members, signalling board stability. The advisory say-on-pay garnered ≈96% support, well above the 70% threshold proxy advisors view as acceptable, reducing compensation-related activism risk. Auditor ratification at ≈93% likewise reflects confidence in financial reporting integrity. No shareholder proposals or contested items surfaced. Overall, results are governance-positive but not materially transformative for the equity story.

Portfolio Manager

TL;DR: Strong but routine vote outcomes; no immediate trading catalyst, maintains status quo.

From a portfolio perspective, the filing confirms continuity: incumbent board, unchanged audit firm and affirmed pay structure. While high approval levels remove an overhang of potential governance controversy, they do not alter cash flow, leverage or brand-level execution challenges that drive valuation. Accordingly, I classify the disclosure as neutral for positioning; attention remains on upcoming operating results and strategic initiatives rather than AGM mechanics.

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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

FAQ

What were the key results of VFC's 2025 Annual Meeting?

Shareholders re-elected all 12 directors, approved executive compensation with ≈96% support and ratified PwC as auditor with ≈93% support.

How did shareholders vote on VFC's executive compensation (say-on-pay)?

Votes For: 282.2 M; Votes Against: 11.7 M; Approval rate ≈96%.

Was PricewaterhouseCoopers LLP retained as VFC's auditor for FY 2026?

Yes. PwC was ratified with 325.6 M votes for and 25.3 M against.

Did any VFC director face significant opposition?

The highest opposition was 24.7 M votes against Juliana L. Chugg (≈8.4% of votes cast), still well below a dissent level of concern.

Are there any material impacts from this 8-K on VFC's financial outlook?

No. The filing only reports shareholder voting results; it contains no new financial guidance or operational changes.