8-K: Evergreen Corporation to Liquidate After Failed Merger and Missed SPAC Deadline

Evergreen Corporation announced its decision to cease operations, liquidate its trust account, and dissolve the company following the termination of its business combination agreement and failure to complete an acquisition within the required timeframe.

Summary

• Evergreen Corporation's business combination agreement with Forekast Limited and Forekast International Sdn. Bhd., dated September 5, 2024 (amended September 18, 2024), was terminated on June 5, 2025, because the merger was not consummated by February 28, 2025.
• The company failed to complete an initial acquisition within 36 months (or 42 months where applicable) from its initial public offering on February 8, 2022, triggering an Automatic Redemption Event under its articles of association.
• On July 11, 2025, the company's directors unanimously approved the termination of its business as a special purpose acquisition company (SPAC) and cessation of all operations, except for winding up.
• Approved actions include de-registration of securities with the SEC, de-listing from the OTC Pink market, liquidation of the trust account, redemption of outstanding Public Shares, cancellation of IPO warrants, and cancellation of private placement units held by Evergreen LLC.
• The company's sponsor, Evergreen LLC, will surrender its 2,874,999 Class B ordinary founders shares for no consideration.
• The board also determined to cease the operations of its audit and compensation committees.
• On July 21, 2025, the company notified OTC Markets of the anticipated redemption, liquidation, and dissolution, and requested suspension of trading for its Public Shares, redeemable warrants, and Units.
• The company intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC to end its reporting obligations.

Sentiment

Score: 1

Explanation: The filing indicates a complete failure of the company's core purpose (SPAC acquisition) leading to its liquidation, de-listing, and de-registration, which is the most negative outcome for shareholders.

Negatives

• The business combination agreement with Forekast was terminated due to failure to consummate the merger by the deadline.
• Evergreen Corporation failed to complete an initial acquisition within the stipulated 36 or 42 months from its IPO.
• The company is undergoing an Automatic Redemption Event, leading to the cessation of all operations except winding up.
• Public shareholders' rights will be completely extinguished upon redemption of their shares.
• The company's securities will be de-registered from the SEC and de-listed from the OTC Pink market.
• Warrants issued in the IPO and private placement units held by the sponsor will be cancelled.
• The company will voluntarily liquidate, indicating a complete wind-down of the business.

Risks

• Failure to consummate a business combination within the required timeframe, leading to an Automatic Redemption Event and subsequent liquidation.
• The risk of public shareholders having their rights extinguished upon redemption, subject to applicable law.
• The risk of de-listing and de-registration, limiting liquidity and access to public markets for remaining securities.

Future Outlook

The company's future outlook involves ceasing all operations except for winding up, de-registering its securities with the SEC, de-listing from its current trading market, liquidating its trust account, redeeming public shares, cancelling warrants and sponsor units, and commencing voluntary liquidation.

Management Comments

• The company's directors unanimously approved the termination of the company's business as a special purpose acquisition company and to cease all operations except the winding up of the company's operations.
• The Board also determined to cease the operations of its audit and compensation committees and the surrender by the company's sponsor of its 2,874,999 Class B ordinary founders shares for no consideration.

Industry Context

This announcement reflects a common outcome for Special Purpose Acquisition Companies (SPACs) that fail to identify and complete a qualifying business combination within their mandated timeframe. SPACs are formed to raise capital through an IPO with the sole purpose of acquiring an existing company. Failure to do so within the typical 18-24 month (or extended 36-42 month) period often leads to liquidation and the return of funds to public shareholders, as outlined in their articles of association.

Corporate Governance

Related Party Transactions

• Evergreen LLC, the company's sponsor, will surrender its 2,874,999 Class B ordinary founders shares for no consideration as part of the liquidation process.

Stakeholder Impact

• Shareholders holding Public Shares will have their shares redeemed at a per-share price from the trust account, and their rights as stockholders will be completely extinguished.
• Holders of warrants issued in the IPO will have their warrants cancelled.
• Evergreen LLC, the company's sponsor, will have its private placement units cancelled and will surrender its Class B ordinary founders shares for no consideration.
• Employees (if any) will likely be impacted by the cessation of operations and liquidation.

Next Steps

• File a Form 15 Certification and Notice of Termination of Registration with the SEC to terminate reporting obligations.
• Complete the liquidation of the trust account.
• Redeem outstanding Public Shares.
• Cancel warrants issued in the IPO.
• Cancel private placement units held by the sponsor.
• Commence voluntary liquidation of the company upon completion of the above steps.

Key Dates

Recommendation

The company is undergoing a complete liquidation, ceasing all operations, and de-listing its securities. Public shareholders' rights will be extinguished upon redemption, and warrants/sponsor units will be cancelled. This represents a definitive end to the company's public trading and operating existence, making any investment in its securities highly speculative and likely to result in a complete loss of value beyond the redemption amount for public shares.

Keywords

SPAC, liquidation, merger termination, delisting, de-registration, trust account, redemption, warrants, Forekast, Evergreen Corporation