DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

EVERGREEN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

LETTER TO SHAREHOLDERS OF EVERGREEN CORPORATION

LOT 1.02, LEVEL 1, GLO DAMANSARA, 699, JALAN DAMANSARA

TAMAN TUN DR ISMAIL

60000 KUALA LUMPUR, MALAYSIA

Dear Evergreen Corporation Shareholder:

You are cordially invited to attend an extraordinary general meeting of Evergreen Corporation, a Cayman Islands exempted company (the “Company,” “EVGR,” “we,” “us” or “our”), which will be held on May 9, 2023, at 9: 00 a.m., New York Time (the “Extraordinary General Meeting”). Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of EVGR shareholders and other meeting participants, the Extraordinary General Meeting will be held in person at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business EVGR will conduct at the Extraordinary General Meeting and provide information about EVGR that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

●	Proposal No. 1 – Extension Amendment Proposal – To amend EVGR’s Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for an additional one (1) month each time, from May 11, 2023 to May 11, 2024 (as extended, the “Extended Date”) (i.e., for a period of time ending 27 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”);

●	Proposal No. 2 – Trust Agreement Amendment Proposal — To amend EVGR’s investment management trust agreement, dated as of February 8, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from May 11, 2023 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $175,000 and (b) $0.055 for each Class A ordinary share issued and outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”);

●	Proposal No. 3 – NTA Requirement Amendment – To amend the Articles of Association to expand the methods that EVGR may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment”);
●	Proposal No. 4 — The Founder Share Amendment Proposal – To amend the Articles of Association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” or “Public Shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment,” and such proposal, the “Founder Share Amendment Proposal”); and

●	Proposal No. 5 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, or the Founder Share Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Shares Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow EVGR additional time to complete an initial business combination (the “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period two (2) times for an additional three (3) months each time (each an “Extension Period”) from February 11, 2023 (i.e., 12 months after the consummation of the IPO) up to August 11, 2023 (i.e., 18 months from the consummation of the IPO) (as extended, the “Termination Date”). The only way to extend the Combination Period after February 11, 2023 without the need for a separate shareholder vote under the current Articles of Association and the Trust Agreement is for the Sponsor, prior to the applicable deadline, to deposit into the trust account (the “Trust Account”) $2,300,000 for two three-month extensions.

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will instead have the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time up to the Extended Date, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline.

Currently, the Company may extend the Termination Date to August 11, 2023 by depositing $1,150,000 for each three (3) month extension permitted under the Articles of Association into the Trust Account. EVGR’s board of directors (the “Board”) has determined that it is in the best interests of EVGR to seek an extension of the Termination Date and have EVGR shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination if needed. EVGR intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that an extension of the Combination Period (the “Extension”) be obtained so that, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is a significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

As contemplated by the Articles of Association, the holders of EVGR Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the consummation of a Business Combination (the “Redemption”). You may elect to redeem your Ordinary Shares in connection with the Extraordinary General Meeting. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

EVGR’s Articles of Association provide that EVGR will not consummate any business combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon consummation of such business combination. The purpose of the NTA Requirement Amendment is to add an additional basis on which EVGR may rely, as it has since its initial public offering, to be not subject to the “penny stock” rules of the SEC.

If the Founder Share Amendment Proposal is not approved and there are significant requests for redemption, such redemptions may prevent the Company from being able to consummate a Business Combination. The Company believes that the Founder Share Amendment Proposal allows increased flexibility for the Sponsor to convert its shares in the best interest of the Company and may aid the Company in retaining investors and meeting continued listing requirements necessary to continue to pursue a Business Combination. The holders of the issued and outstanding founder shares have informed the Company that, if the Founder Share Amendment Proposal is approved, they expect to convert substantially all of the founder shares into Class A Ordinary Shares of the Company, in accordance with the terms of the Founder Share Amendment Proposal, prior to any redemption in connection with the Extension Amendment Proposal. Notwithstanding the conversion, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A Ordinary Shares.

On April 28, 2023, the redemption price per Public Share was approximately $10.54 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $121,306,883.91 as of April 28, 2023 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on April 28, 2023 was $10.55. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.01 less per share than if the Public Shares were sold in the open market. EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (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 EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor (the “Founder Shares”) as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on May 2, 2023 (the “Record Date”) as the date for determining EVGR shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares and Founder Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension as needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal are in the best interests of EVGR and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

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EVGR’s directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and private placement units (as defined below). See the section entitled “Extraordinary General Meeting of EVGR Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Shares Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, EVGR urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Evergreen Corporation

Liew Choon Lian

Chairman of the Board

May 1, 2023

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Founder Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Trust Agreement Amendment Proposal, NTA Requirement Amendment, Founder Share Amendment Proposal or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF Evergreen Corporation
TO BE HELD ON MAY 9, 2023

To the Shareholders of Evergreen Corporation:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Evergreen Corporation, a Cayman Islands exempted company (the “Company,” “EVGR,” “we,” “us” or “our”), will be held on May 9, 2023, at 9: 00 a.m., New York. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of EVGR shareholders and other meeting participants, the Extraordinary General Meeting will be held in person at the offices of Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and in a virtual meeting format. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxyvote.com and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless EVGR determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated May 1, 2023 and is first being mailed to shareholders on or about that date:

●	Proposal No. 1 – Extension Amendment Proposal – To amend EVGR’s Amended and Restated Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to twelve (12) times for an additional one (1) month each time, from May 11, 2023 to May 11, 2024 (as extended, the “Extended Date”) (i.e., for a period of time ending 27 months after the consummation of its initial public offering (the “IPO”) (the “Extension Amendment Proposal”). For the purposes of the Articles of Association, the full text of the special resolution is set out in this notice as follows: “RESOLVED, as a special resolution, that subject to and conditional upon the Trust Account, having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the Amended and Restated Articles of Association (a copy of which is attached to this proxy statement as Annex A), be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s existing articles of association.”;

●	Proposal No. 2 – Trust Agreement Amendment Proposal — To amend EVGR’s investment management trust agreement, dated as of February 8, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from May 11, 2023 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $175,000 and (b) $0.055 for each Class A ordinary share issued and outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”);

●	Proposal No. 3 – NTA Requirement Amendment – To amend the Articles of Association to expand the methods that EVGR may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment”);

●	Proposal No. 4 — The Founder Share Amendment Proposal – To amend the Articles of Association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” or “Public Shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment,” and such proposal, the “Founder Share Amendment Proposal”); and

●	Proposal No. 4 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, or the Founder Share Amendment Proposal (the “Adjournment Proposal”).

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period two (2) times for an additional three (3) months each time (each an “Extension Period”) from February 11, 2023 (i.e., 12 months after the consummation of the IPO) up to August 11, 2023 (i.e., 18 months from the consummation of the IPO) (as extended, the “Termination Date”). The only way to extend the Combination Period after February 11, 2023 without the need for a separate shareholder vote under the Articles of Association and the Trust Agreement is for the Sponsor, upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the trust account (the “Trust Account”) $2,300,000 for two three-month extensions.

Currently, the Company may extend the Termination Date to August 11, 2023 by depositing $1,150,000 for each three (3) month extension permitted under the Articles of Association into the Trust Account. EVGR’s board of directors (the “Board”) has determined that it is in the best interests of EVGR to seek an extension of the Termination Date and have EVGR’ shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination if needed. EVGR intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that an extension of the Combination Period (the “Extension”) be obtained so that EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

As contemplated by the Articles of Association, the holders EVGR’ Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two (2) business days prior to the consummation of the Extraordinary General Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting. However, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

On April 28, 2023, the redemption price per Public Share was approximately $10.54 (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $121,306,883.91 as of April 28, 2023 (including interest not previously released to EVGR to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on April 28, 2023 was $10.55. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.01 less per share than if the Public Shares were sold in the open market. EVGR cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. EVGR believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if EVGR does not complete a Business Combination on or before the Termination Date.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, unless the NTA Requirement Amendment is approved, EVGR will not proceed with the Extension or the Redemption if EVGR will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate its initial business combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (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 EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to EVGR’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor (the “Founder Shares”), as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Record holders of Ordinary Shares and Founder Shares at the close of business on May 2, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 12,032,500 issued and outstanding Ordinary Shares and 2,875,000 Founder Shares issued and outstanding. EVGR’s warrants do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, EVGR urges you to read this material carefully and vote your shares.

This proxy statement is dated May 1, 2023 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Evergreen Corporation

Liew Choon Lian

Chairman of the Board

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table of contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING	2
EXTRAORDINARY GENERAL MEETING OF EVGR SHAREHOLDERS	12
Date, Time and Place of Extraordinary General Meeting	12
Proposals at the Extraordinary General Meeting	12
Voting Power; Record Date	12
Recommendation of the Board	13
Quorum and Required Vote for Proposals for the Extraordinary General Meeting	13
Voting Your Shares – Shareholders of Record	13
Voting Your Shares — Beneficial Owners	14
Attending the Extraordinary General Meeting	14
Revoking Your Proxy	14
No Additional Matters	15
Who Can Answer Your Questions about Voting	15
Redemption Rights	15
Appraisal Rights	16
Proxy Solicitation Costs	16
Interests of the Initial Shareholders	17
PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL	19
Overview	19
Reasons for the Extension Amendment Proposal	20
If the Extension Amendment Proposal is Not Approved	21
If the Extension Amendment Proposal is Approved	21
Redemption Rights	21
Recommendation of the Board	23
PROPOSAL NO. 2 – THE TRUST AGREEMENT AMENDMENT PROPOSAL	24
Overview	24
Reasons for the Trust Agreement Amendment Proposal	24
If the Trust Agreement Amendment Proposal is Not Approved	25
If the Trust Agreement Amendment Proposal is Approved	25
Recommendation	25
PROPOSAL NO. 3 – THE NTA REQUIREMENT AMENDMENT	26
Overview	26
The NTA Requirement	26
Reasons for the Proposed NTA Requirement Amendment	26
Vote Required for Approval	26
Recommendation	26
PROPOSAL NO. 4: THE FOUNDER SHARE AMENDMENT PROPOSAL	27
Overview	27
Reasons for the Founder Conversion Amendment Proposal	27
If the Founder Share Amendment Proposal Is Not Approved	27
If the Founder Share Amendment Proposal Is Approved	27
Vote Required for Approval	27
Recommendation of the Board	27
PROPOSAL NO. 5 – THE ADJOURNMENT PROPOSAL	28
Overview	28
Consequences if the Adjournment Proposal is Not Approved	28
Vote Required for Approval	28
Recommendation of the Board	28
BUSINESS OF EVGR AND CERTAIN INFORMATION ABOUT EVGR	29
The Proposed Business Combination	28
BENEFICIAL OWNERSHIP OF SECURITIES	30
HOUSEHOLDING INFORMATION	31
WHERE YOU CAN FIND MORE INFORMATION	31
ANNEX A	A-1
ANNEX B	B-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect EVGR’s current views with respect to, among other things, EVGR’s capital resources and results of operations. Likewise, EVGR’s financial statements and all of EVGR’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect EVGR’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. EVGR does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

●	EVGR’s ability to complete a Business Combination, including approval by the shareholders of EVGR;

●	the anticipated benefits of a Business Combination;

●	the volatility of the market price and liquidity of the Ordinary Shares, Founder Shares and other securities of EVGR;

●	the use of funds not held in the Trust Account or available to EVGR from interest income on the Trust Account balance.

While forward-looking statements reflect EVGR’s good faith beliefs, they are not guarantees of future performance. EVGR disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause EVGR’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in EVGR’s final prospectus filed with the SEC on February 10, 2022 in connection with EVGR’s initial public offering, as amended by other reports EVGR filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to EVGR (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

Q.	Why am I receiving this proxy statement?

EVGR is a blank check company formed under the laws of the Cayman Islands on October 21, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Articles of Association provides for the return of the proceeds from EVGR’s initial public offering held in trust to the holders of public shares (the “Public Shares”) sold in the initial public offering (the “IPO”) if there is no qualifying business combination(s) consummated on or before the Termination Date.

EVGR believes that it is in the best interests of EVGR shareholders to continue EVGR’s existence until the Extended Date, if necessary, in order to allow EVGR additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting. EVGR intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Q.	When and where is the Extraordinary General Meeting?

The Extraordinary General Meeting will be held on May 9, 2023, at 9: 00 a.m., New York Time at Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia and via live webcast at https://www.cstproxy.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Q.	What do I need in order to be able to participate in the Extraordinary General Meeting online?

You can attend the Extraordinary General Meeting via the Internet by visiting https://www.cstproxy.com and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.

Q.	What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A.	EVGR shareholders are being asked to consider and vote on the following proposals:

●	Proposal No. 1 – Extension Amendment Proposal – To amend the Articles of Association to give the Company the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time, from May 11, 2023 to the Extended Date (the “Extension Amendment Proposal”);

●	Proposal No. 2 – Trust Agreement Amendment Proposal — To amend the Trust Agreement to allow the Company to extend the Combination Period up to twelve (12) times for an additional one (1) month each time from May 11, 2023 to the Extended Date by depositing into the Trust Account, for each one-month period, the Extension Payment after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”);

●	Proposal No. 3 – NTA Requirement Amendment – To amend the Articles of Association to expand the methods that EVGR may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission (the “NTA Requirement Amendment”);

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Proposal No. 4 — The Founder Share Amendment Proposal – To amend the Articles of Association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” or “Public Shares”) on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment,” and such proposal, the “Founder Share Amendment Proposal”); and

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Proposal No. 5 – Adjournment Proposal – To adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, or the Founder Share Amendment Proposal (the “Adjournment Proposal”).

Q.	Are the proposals conditioned on one another?

If the Extension is implemented and one or more EVGR shareholders elect to redeem their Public Shares pursuant to the Redemption, EVGR will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for EVGR’s use in connection with consummating a Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, and Sponsor does not elect to extend the Termination Date by further funding the Trust Account, or if EVGR is otherwise unable to consummate a Business Combination by the Termination Date, EVGR will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay EVGR’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (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 EVGR’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to EVGR’ obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the 2,875,000 Founder Shares and 532,500 shares underlying the private placement units held by them. There will be no distribution from the trust account with respect to EVGR’s warrants, which will expire worthless in the event EVGR dissolves and liquidates the trust account.

The Adjournment Proposal is conditioned on EVGR not obtaining the necessary votes for approving the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, and the Founder Share Amendment Proposal prior to the Extraordinary General Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.

Q.	Why is EVGR proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment, the Founder Share Amendment Proposal and the Adjournment Proposal?

The Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow EVGR additional time to complete a Business Combination pursuant to a Business Combination Agreement, if needed.

While EVGR is using its best efforts to complete a Business Combination on or before the Termination Date, the Board believes that it is in the best interests of EVGR shareholders that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by EVGR shareholders on a Business Combination will occur at an extraordinary general meeting of EVGR shareholders, to be held on at a later date, and the solicitation of proxies from EVGR shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of EVGR shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

If the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment or the Founder Share Amendment Proposal are not approved by EVGR shareholders, EVGR may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by EVGR shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal.

Q.	What vote is required to approve the proposals presented at the Extraordinary General Meeting?

The approval of the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares and Founder Shares as, being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. An EVGR’s shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal, the NTA Requirement Amendment and the Founder Share Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Founder Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, an EVGR’s shareholder’s failure to vote by proxy or to vote oneself at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

Q.	Why should I vote “FOR” the Extension Amendment Proposal?

A.	EVGR believes its shareholders will benefit from EVGR consummating a Business Combination and is proposing the Extension Amendment Proposal to extend the date by which EVGR has to complete an initial business combination until the Extended Date. The Extension would give EVGR additional time to complete a Business Combination.

The Board believes that it is in the best interests of EVGR shareholders and EVGR that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, EVGR will have an additional amount of time to consummate a Business Combination. Without the Extension, EVGR believes that there is significant risk that EVGR will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date. If that were to occur, EVGR would be precluded from completing a Business Combination and would be forced to liquidate even if EVGR shareholders are otherwise in favor of consummating a Business Combination.

EVGR believes that given EVGR’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that EVGR is in the best position possible to consummate a Business Combination and that it is in the best interests of EVGR shareholders that EVGR obtain the Extension if needed. EVGR believes a Business Combination will provide significant benefits to its shareholders.

Q.	Why should I vote “FOR” the Trust Agreement Amendment Proposal?

EVGR believes shareholders will benefit from EVGR consummating a Business Combination and is proposing the Trust Agreement Amendment Proposal to extend the date by which EVGR has to complete a business combination until the Extended Date. The Extension would give EVGR additional time to complete a Business Combination.

Q.	Why should I vote “FOR” the NTA Requirement Amendment?

A.	EVGR believes a Business Combination will provide significant benefits to its shareholders and is proposing the NTA Requirement Amendment to add an additional basis on which EVGR may rely, as it has since its IPO, to be not subject to the “penny stock” rules of the SEC.

SEC Form DEF 14A filed by Evergreen Corporation