| Summary of Significant Accounting Policies | Note
2 — Summary of Significant Accounting Policies Basis
of Presentation The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain
information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the
disclosures made are adequate to make the information not misleading. The interim financial statements as of May 31, 2023 and for the
Six and Three Months ended May 31, 2023 and May 31, 2022 respectively, are unaudited. In the opinion of management, the interim
financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement
of the results for the interim periods. The accompanying balance sheet as of November 30, 2022, is derived from the audited financial
statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended November 30, 2022. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. EVERGREEN
CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS May
31, 2023 Note
2 — Summary of Significant Accounting Policies (Continued) Use
of Estimates The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Cash
and Cash Equivalents The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value. The Company had $ 10,936 301,228 no Marketable
Securities Held in Trust Account At
May 31, 2023 and November 30, 2022, substantially all of the assets held in the Trust Account were held in money market. Income
Taxes The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined the Cayman Islands is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of May 31, 2023 and no amounts accrued for interest and penalties. The Company
is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its
position. The Company is considered to be an exempted Cayman Islands company with no connection
to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands
or the United States. EVERGREEN
CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS May
31, 2023 Note
2 — Summary of Significant Accounting Policies (Continued) Class
A Ordinary Shares Subject to Possible Redemption All
of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for
the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer
in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate
of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that
feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve
the income and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the
Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares
in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 10.15 As
of May 31, 2023 and November 30, 2022, 11,500,000 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net
Income (Loss) Per Share Net
income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The
calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public
Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of
the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The
Company’s statements of operations includes a presentation income per share for ordinary shares subject to possible redemption
in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted, for redeemable Class
A ordinary shares is calculated by dividing the net income allocable to Class A ordinary shares subject to possible redemption, by the
weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net income per shares, basic and diluted,
for non-redeemable Class A and Class B ordinary shares is calculated by dividing net income allocable to non-redeemable ordinary shares,
by the weighted average number of non-redeemable ordinary shares outstanding for the periods. Non-redeemable Class B ordinary shares
include the founder shares as these ordinary shares do not have any redemption features and do not participate in the income earned on
the Trust Account. EVERGREEN
CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS May
31, 2023 Note
2 — Summary of Significant Accounting Policies (Continued) Schedule
of Net Loss Per Share
Three Months Ended May 31, 2023 Six Months Ended May 31, 2023 Three Months Ended May 31, 2022 Six Months Ended May 31, 2022
Class A ordinary shares
Numerator: net income (loss) allocable to redeemable Class A ordinary shares $ 776,367 $ 1,605,407 $ (36,977 ) $ (60,698 )
Denominator: weighted average number of Class A ordinary shares 12,032,500 12,032,500 12,032,500 7,353,194
Basic and diluted net income (loss) per redeemable Class A ordinary share $ 0.06 $ 0.13 $ (0.00 ) $ (0.01 )
Class B ordinary shares
Numerator: net income (loss) allocable to Class B ordinary shares $ 185,502 $ 383,560 $ (30,237 ) $ (58,966 )
Numerator: net income (loss) allocable to ordinary shares 185,502 $ 383,560 (30,237 ) $ (58,966 )
Denominator: weighted average number of Class B ordinary shares 2,875,000 2,875,000 2,875,000 2,875,000
Denominator: weighted average number of ordinary shares 2,875,000 2,875,000 2,875,000 2,875,000
Basic and diluted net income (loss) per Class B ordinary share $ 0.06 $ 0.13 $ (0.01 ) $ (0.02 )
Basic and diluted net income (loss) per ordinary share 0.06 $ 0.13 (0.01 ) $ (0.02 ) Offering
Costs Associated with the Initial Public Offering The
Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin
(“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $ 4,532,887 4,025,000 Fair
Value of Financial Instruments The
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ●
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ●
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and ●
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. Recent
Accounting Standards In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,
Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s
Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard
also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for
all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis,
with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe
that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect
on the Company’s financial statements. EVERGREEN
CORPORATION NOTES
TO UNAUDITED FINANCIAL STATEMENTS May
31, 2023 |
