Exhibit 8.1
 | Loeb & Loeb LLP 10100 Santa Monica Blvd. Suite 2200 Los Angeles, CA 90067 | Main 310.282.2000 Fax 310.282.2200 |
November 1, 2024
Evergreen Corporation
Lot 1.02, Level 1
Glo Damansara, 699
Jalan Damansara
Taman Tun Dr.
Ismail, 60000 KL, Malaysia
Attn: Liew Choon Lian, CEO
| Re: | Registration Statement of Evergreen Merger Corporation |
Ladies and Gentlemen:
We have acted as United States counsel to Evergreen Corporation, a Cayman Islands exempted company (“EVGR”), in connection with the proposed Business Combination (as defined below) contemplated by an agreement and plan of merger, dated as of September 5, 2024 (as amended on September 18, 2024, and as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination between EVGR and Forekast Limited, a company limited by shares registered in the British Virgin Islands (“Forekast”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) EVGR will reincorporate in the Cayman Islands by merging with and into Evergreen Merger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of EVGR (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) after the Reincorporation Merger, Evergreen Merger Sub Inc. (“Merger Sub”), a company limited by shares registered in the British Virgin Islands and a wholly-owned subsidiary of PubCo, will be merged with and into Forekast, resulting in Forekast being a wholly owned subsidiary of PubCo (the “Acquisition Merger”, and together with the Reincorporation Merger, the “Business Combination”).
The Business Combination and certain other related transactions are described in the Registration Statement of Evergreen Merger Corporation on Form F-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on September 18, 2024 (Registration Number - ) as amended through the date hereof (the “Registration Statement”).
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For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.
| Evergreen Corporation November 1, 2024 Page 2 |
In rendering this opinion, we have reviewed the Registration Statement and have assumed with your approval the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and have not verified the accuracy of the factual matters and representations set forth in the Registration Statement.
Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders.”
This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.
Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm as counsel to EVGR under the caption “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Reincorporation Merger to U.S. Holders” in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations promulgated thereunder, with respect to any part of the Registration Statement, including this exhibit.
Regards,
/s/ Loeb & Loeb LLP
