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

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
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☒	Definitive Proxy Statement
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☐	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)

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☐	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 1, 2024, at 9:30 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.cstproxy.com/evergreencorporation/2024 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 the combination (the “Combination Period”) up to nine (9) times for an additional one (1) month each time, from May 11, 2024 to February 11, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 36 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 (as amended on by Amendment No. 1 thereto, 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 nine (9) times for an additional one (1) month each time from May 11, 2024 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the trust account, for each one-month extension, the lesser of (a) $50,000 and (b) $0.04 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 – 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, or the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Trust Agreement 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.

On July 18, 2023, EVGR held its extraordinary general meeting of shareholders. During this meeting, EVGR’s shareholders approved the proposals to, among other things, (i) amend EVGR’s amended and restated articles of association to give EVGR 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 August 11, 2023 to August 11, 2024 (the “Termination Date”); and (ii) 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 August 11, 2023 to the Extended Date by depositing into the trust account (the “Trust Account”), for each one-month extension, the lesser of (a) $160,000 and (b) $0.055 for each Class A ordinary share issued and outstanding. On July 18, 2023, 4,004,330 Public Shares were redeemed by a number of shareholders at a price of approximately $10.75 per share, in an aggregate principal amount of $80,601,124.44. Following the redemptions, there were 7,495,670 EVGR Class A ordinary shares outstanding held by public shareholders. The Company subsequently deposited $160,000 per month into the trust account to further extend the Combination Period to March 11, 2024. Each extension payment is loaned to the Company by the Sponsor pursuant to the promissory note(s) and the Company will repay the aggregate amount contributed by the Sponsor for the extensions upon consummation of the business combination. The loans are not interest-bearing and may be converted into Class A ordinary shares at the closing of a business combination at the option of the Sponsor. Given current market conditions, the Sponsor would like to pay extension fees that are substantially less than the $160,000 required for each monthly extension under the existing charter. The Company expects that there will be significant redemptions at the extraordinary general meeting.

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will have the right to extend the Combination Period up to nine (9) 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.

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 but net of taxes payable, calculated as of two business days prior to the Extraordinary General Meeting (the “Redemption”). You may elect to redeem your Ordinary Shares in connection with the Extraordinary General Meeting.

On April 8, 2024, the redemption price per Public Share was approximately $11.34 (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 $85,040,870.14 as of April 8, 2024 (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 8, 2024 was $11.31. 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 $0.03 more 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 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 and the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on April 8, 2024 (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 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 and the Trust Agreement 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, 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

April 11, 2024

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 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, 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 1, 2024

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 1, 2024, at 9:30 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.cstproxy.com/evergreencorporation/2024 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 April 11, 2024 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 nine (9) times for an additional one (1) month each time, from May 11, 2024 to February 11, 2025 (as extended, the “Extended Date”) (i.e., for a period of time ending 36 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 effectiveness of the ordinary resolution to amend the Trust Agreement as set out below, 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 (as amended on by Amendment No. 1 thereto, 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 nine (9) times for an additional one (1) month each time from May 11, 2024 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $50,000 and (b) $0.04 for each Class A ordinary share issued and outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”); and

●	Proposal No. 3 – 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, or the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

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 but net of taxes payable, calculated as of two (2) business days prior to the Extraordinary General Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.

On April 8, 2024, the redemption price per Public Share was approximately $11.34 (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 $85,040,870.14 as of April 8, 2024 (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 8, 2024 was $11.31. 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 $0.03 more 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.

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 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 April 8, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 8,028,170 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 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 April 11, 2024 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
RISK FACTORS	18
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 ADJOURNMENT PROPOSAL	26
Overview	26
Consequences if the Adjournment Proposal is Not Approved	26
Vote Required for Approval	26
Recommendation of the Board	26
BUSINESS OF EVGR AND CERTAIN INFORMATION ABOUT EVGR	27
BENEFICIAL OWNERSHIP OF SECURITIES	28
HOUSEHOLDING INFORMATION	29
WHERE YOU CAN FIND MORE INFORMATION	29
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 1, 2024, at 9:30 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/evergreencorporation/2024 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/evergreencorporation/2024 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 nine (9) times for an additional one (1) month each time, from May 11, 2024 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 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 period, the Extension Payment after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”); and

●	Proposal No. 3 – 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, or the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

Q.	Are the proposals conditioned on one another?

A.	Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.

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, including interest earned but net of taxes payable, 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, and the Trust Agreement 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 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 and the Trust Agreement 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 and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

If the Extension Amendment Proposal or the Trust Agreement 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 and the Trust Agreement Amendment Proposal.

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

The approval of the Extension 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.

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 Adjournment Proposal?

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 in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

Q.	How will the initial shareholders vote?

A.	The initial shareholders have advised EVGR that they intend to vote any Ordinary Shares and Founder Shares over which they have voting control, in favor of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal.

The initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 2,875,000 Founder Shares, representing approximately twenty percent (20%) of EVGR’s issued and outstanding shares, and 532,500 Ordinary Shares underlying the private placement units held by the Sponsor.

Q.	What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal?

A.	If you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

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 Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q.	What happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?

A.	If there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, EVGR may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved at the Extraordinary General Meeting or at any adjournment thereof 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.

The Sponsor and the officers, directors and the initial shareholders of EVGR waived their rights to participate in any liquidation distribution with respect to the 2,875,000 Founder Shares and 532,500 Ordinary 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.

Q.	If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, EVGR will continue to attempt to consummate a Business Combination until the Extended Date. EVGR will file the amended and restated Articles of Association with the Cayman Islands Registrar of Companies in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate the closing of a Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of EVGR held by EVGR’s officers, directors, the Sponsor and its affiliates.

Q.	Am I able to exercise my redemption rights in connection with a Business Combination?

If you do not choose to exercise Redemption rights in connection with the Extraordinary General Meeting, you may choose to exercise Redemption rights in connection with a Business Combination if you are a holder of Ordinary Shares as of the close of business on the record date for a Business Combination Extraordinary General Meeting, and you will be able to vote to approve a Business Combination in a Business Combination Extraordinary General Meeting, to be held at a later date. The Extraordinary General Meeting relating to the Extension Amendment Proposal and Trust Agreement Amendment does not affect your right to elect to redeem your Public Shares in connection with a Business Combination, subject to any limitations set forth in the Articles of Association (including the requirement to submit any request for redemption in connection with a Business Combination on or before the date that is two business days before the Extraordinary General Meeting of EVGR shareholders to vote on a Business Combination).

Q.	Do I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal?

A.	Yes. Whether you vote for or against the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal you may elect to redeem your shares. However, you will need to submit a redemption request for your Public Shares.

Q.	May I change my vote after I have mailed my signed proxy card?

A.	Yes. You may change your vote by:

●

entering a new vote by Internet or telephone;

●

sending a later-dated, signed proxy card addressed to EVGR’s Secretary located at Evergreen Corporation, Lot 1.02, Level 1, Glo Damansara, 699, Jalan Damansara, Taman Tun Dr Ismail, 60000 Kuala Lumpur, Malaysia, Attn: Secretary, so that it is received by EVGR’s Secretary on or before the Extraordinary General Meeting; or

●

attending and voting, in person or virtually via the Internet, during the Extraordinary General Meeting.

You also may revoke your proxy by sending a notice of revocation to EVGR’s Secretary, which must be received by EVGR’s Secretary on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q.	How are votes counted?

Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension 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 Ordinary Shares and Founder Shares 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. With respect to the Extension Amendment Proposal and the Adjournment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have no effect on outcome of any vote on the Extension Amendment Proposal.

Q.	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. EVGR believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Proposal and the Trust Agreement Amendment Proposal, or the Adjournment Proposal.

Q.	What constitutes a quorum at the Extraordinary General Meeting?

A.	A quorum is the minimum number of EVGR shareholders necessary to hold a valid meeting.

One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Q.	How do I vote?

If you were a holder of record of Ordinary Shares or Class B Ordinary Shares on April 8, 2024, the Record Date for the Extraordinary General Meeting, you may vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York Time, on April 30, 2024.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/evergreencorporation/2024 and entering the voter control number included on your proxy card.

Voting by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on April 30, 2024 to be counted.

Q.	Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Extension Amendment Proposal.

The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Trust Agreement Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of EVGR and its shareholders. The Board unanimously recommends that EVGR shareholders vote “FOR” the Adjournment Proposal.

Q.	What interests do EVGR’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal?

EVGR’s directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement 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 Ordinary Shares, Founder Shares and private placement units. See the section entitled “Extraordinary General Meeting of EVGR Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Q.	Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal?

A.	No. There are no appraisal rights available to EVGR shareholders in connection with the Extension Amendment Proposal, or the Trust Agreement Amendment Proposal.

Q.	If I own a public warrant, can I exercise redemption rights with respect to my public warrants?

A.	No. The holders of public warrants issued in connection with the IPO, which are exercisable for one Ordinary Share at an exercise price of $11.50 per share have no redemption rights with respect to such public warrants.

Q.	If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A.	No. Holders of outstanding Units must separate the underlying Ordinary Shares and public warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q.	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including Annexes A and B, and to consider how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.	How do I exercise my redemption rights?

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness of the implementation of the Extension, EVGR shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Extraordinary General Meeting, including interest earned on the funds held in the Trust Account and not previously released to EVGR to pay its taxes, divided by the number of then issued and outstanding Public Shares, subject to the limitations described in the final prospectus dated February 8, 2022, filed in connection with the IPO.

Continental Stock Transfer & Trust Company, LLC

1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on April 29, 2024 (two (2) business days before the Extraordinary General Meeting), (i) submit a written request to the Trustee, that EVGR redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of EVGR’s transfer agent is listed under the question “Who can help answer my questions?” below. EVGR requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to EVGR’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and EVGR’s transfer agent will need to act to facilitate the request. It is EVGR’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because EVGR does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with EVGR’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

EVGR shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q.	What should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting?

You may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Separate voting materials will be mailed to EVGR shareholders for a Business Combination Extraordinary General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary General Meeting.

Q.	Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

EVGR will pay the cost of soliciting proxies for the Extraordinary General Meeting. EVGR has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. EVGR will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of EVGR may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q.	Who can help answer my questions?

A.	If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Evergreen Corporation

Lot 1.02, Level 1,

Glo Damansara, 699, Jalan Damansara

Taman Tun Dr Ismail

60000 Kuala Lumpur, Malaysia

Attention: Chief Financial Officer

Email: izmet@evg-corp.com

You may also contact the proxy solicitor for EVGR at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Tel: 866-894-0536 (toll-free) or

Email: ksmith@advantageproxy.com

To obtain timely delivery, EVGR shareholders must request the materials no later than April 24, 2024, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about EVGR from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on April 29, 2024 (two business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC

1 State Street, 30^th Floor

New York, NY 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

EXTRAORDINARY GENERAL MEETING OF EVGR SHAREHOLDERS

This proxy statement is being provided to EVGR shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of EVGR shareholders to be held on May 1, 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about April 11, 2024 to all shareholders of record of EVGR as of April 8, 2024, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 9:30 a.m., New York Time, on May 1, 2024, 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 live webcast by visiting https://www.cstproxy.com/evergreencorporation/2024 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 Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, EVGR shareholders will consider and vote on the following proposals:

●	Proposal No. 1 – Extension Amendment 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 the Extended Date;

●	Proposal No. 2 – Trust Agreement Amendment 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 Extension Payment; and

●	Proposal No. 3 – 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, or the Trust Agreement Amendment Proposal.

Voting Power; Record Date

As a shareholder of EVGR, you have a right to vote on certain matters affecting EVGR. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares or Founder Shares at the close of business on April 8, 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Ordinary Shares or Founder Shares that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 8,028,170 issued and outstanding Ordinary Shares, of which 7,495,670 shares were held by holders of Public Shares and 2,875,000 Founder Shares and 532,500 Ordinary Shares underlying the private placement units were held by the Sponsor.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of the Extension 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. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment Proposal.

It is possible that EVGR will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If EVGR fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, EVGR will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares – Shareholders of Record

If you are an EVGR shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. 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. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, ‘FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York Time, on April 30, 2024.

Voting by Telephone. Dial toll-free 1-866-894-0536 and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on April 30, 2024 to be counted.

Voting Your Shares — Beneficial Owners

SEC Form DEF 14A filed by Evergreen Corporation