false 0001900402 0001900402 2025-02-03 2025-02-03 0001900402 EVGR:OrdinarySharesMember 2025-02-03 2025-02-03 0001900402 EVGR:WarrantsMember 2025-02-03 2025-02-03 0001900402 EVGR:UnitsMember 2025-02-03 2025-02-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

February 3, 2025

Date of Report (Date of earliest event reported)

 

Evergreen Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-41271   N/A

(State or other jurisdiction

of incorporation)

  

(Commission

 File Number)

  

(I.R.S. Employer

Identification No.)

 

Lot 1.02, Level 1,

Glo Damansara, 699,

Jalan Damansara, Taman Tun Dr Ismail,

60000 Kuala Lumpur, Malaysia

 

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code: +1 786 406 6082

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares   EVGR   The Nasdaq Stock Market LLC
Warrants   EVGRW   The Nasdaq Stock Market LLC
Units   EVGRU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On February 3, 2025, Evergreen Corporation (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on January 28, 2025. The Company has until February 10, 2025 to request a hearing before the Nasdaq Hearings Panel (the “Panel”). If the Company does not request a hearing before the Panel by that date, trading in its securities will be suspended at the opening of business on February 12, 2025 and a Form 25 NSE will be filed with the Securities and Exchange Commission (“SEC”) removing the securities from listing and registration on The Nasdaq Stock Market. In the event the Company’s securities are delisted from Nasdaq, its securities are expected to trade over-the-counter. In that case, the Company intends to apply to list on Nasdaq in connection with the closing of a potential business combination.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 7, 2025

 

EVERGREEN CORPORATION  
     
By: /s/ Liew Choon Lian  
Name: Liew Choon Lian  
Title: Chief Executive Officer  

 

3

 

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Cover
Feb. 03, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 03, 2025
Entity File Number 001-41271
Entity Registrant Name Evergreen Corporation
Entity Central Index Key 0001900402
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One Lot 1.02, Level 1
Entity Address, Address Line Two Glo Damansara, 699
Entity Address, Address Line Three Jalan Damansara, Taman Tun Dr Ismail
Entity Address, City or Town Kuala Lumpur
Entity Address, Country MY
Entity Address, Postal Zip Code 60000
City Area Code +1
Local Phone Number 786 406 6082
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Ordinary Shares  
Title of 12(b) Security Ordinary Shares
Trading Symbol EVGR
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol EVGRW
Security Exchange Name NASDAQ
Units  
Title of 12(b) Security Units
Trading Symbol EVGRU
Security Exchange Name NASDAQ
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