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
May 9, 2024
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 | ||
Warrants | EVGRW | The Nasdaq Stock Market LLC | ||
Units | EVGRU | The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the General Meeting (defined below), Evergreen Corporation (“EVGR” or the “Company”) and Continental Stock Transfer & Trust Company entered into an amendment, dated May 9, 2024, to the Investment Management Trust Agreement, dated February 8, 2022, by and between Continental Stock Transfer & Trust Company and TETE (the “IMTA Amendment”). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent to the approval by the shareholders of EVGR of the Amendment to EVGR’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”), on May 9, 2024, EVGR filed the Charter Amendment with the Registrar of Companies in the Cayman Islands. Pursuant to the Charter Amendment, EVGR has the right to extend the period which it has to complete a business combination by up to nine (9) times for an additional one (1) month each time from May 11, 2024 to February 11, 2025 by depositing into its trust account, for each one-month extension, the lesser of (a) $80,000 and (b) $0.03 for each Class A ordinary share outstanding after giving effect to the redemption of public shares in connection with the Charter Amendment in accordance with the terms of EVGR’s amended and restated memorandum and articles of association.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
On May 9, 2024, EVGR held an Extraordinary General Meeting of Shareholders (the “General Meeting”). On April 8, 2024, the record date for the General Meeting, there were 10,903,170 ordinary shares of EVGR entitled to be voted at the General Meeting, 95.15% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of EVGR’s shareholders at the General Meeting are as follows:
Matters Voted On | For | Against | Abstain | |||||||||
Proposal to amend EVGR’s Amended and Restated Articles of Association to give the Company the right to extend the Combination Period up to nine (9) times for an additional one (1) month each time, from May 11, 2024 to February 11, 2025 (the “Extended Date”). | 7,297,835 | 3,076,623 | 0 | |||||||||
Proposal to amend EVGR’s Trust Agreement by and between the Company and the Trustee, to allow the Company to extend the Combination Period up to nine (9) times for an additional one (1) month each time from May 11, 2024 to the Extended Date by depositing into the Trust Account, for each one-month extension, the lesser of (a) $80,000 and (b) $0.03 for each Class A ordinary share issued and outstanding after giving effect to the Redemption. | 7,547,835 | 2,826,623 | 0 |
Each of the proposals described above was approved by EVGR’s shareholders. EVGR’s shareholders elected to redeem an aggregate of 2,831,713 ordinary shares in connection with the General Meeting.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
3.1* | Amended and Restated Memorandum and Articles of Association, dated May 9, 2024. | |
10.1 | Amendment to the Investment Management Trust Agreement, dated May 9, 2024, by and between EVGR and Continental Stock Transfer & Trust Company. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: May 15, 2024 | ||
EVERGREEN CORPORATION | ||
By: | /s/ Liew Choon Lian | |
Name: | Liew Choon Lian | |
Title: | Chief Executive Officer |