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    345
    Park Avenue

    New
    York, NY

    10154-1895

    Direct

    Main

    Fax
    212.407.4000

    212.407.4000

    212.407.4990

Via
Edgar

April
28, 2023

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Jeff Gabor

    Re:
    Evergreen
    Corporation

    Preliminary
    Proxy Statement on Schedule 14A Filed April 14, 2023

    File No.
    001-41271

Dear
Mr. Gabor:

On
behalf of Evergreen Corporation (the “Company”), we are hereby responding to the matters discussed with the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on a telephone call held on April 27, 2023 with respect to risk factor disclosure regarding the Investment Company Act of 1940 in the
Company’s preliminary proxy statement on Schedule 14A, filed on April 14, 2023 (the “Proxy Statement”).
Terms used but not otherwise defined herein have the meanings set forth in the Proxy Statement.

In
response to the Staff’s comments, the Company proposes including the following risk factor in the definitive Proxy Statement to
be filed upon clearance by the Commission:

If
we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate
the Company. To avoid that result, on or shortly prior to the 24-month anniversary of the effective date of the registration statement
relating to our initial public offering, we will liquidate the securities held in the trust account and instead hold all funds in the
trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust
account had remained invested in U.S. government securities or money market funds.

There
is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”),
including companies that do not enter into a definitive agreement within 18 months after the effective date of the registration statement
relating to their initial public offerings or that do not complete an initial business combination within 24 months after such date.
We may not be able to enter into a definitive business combination agreement within 18 months after the effective date of the registration
statement relating to our initial public offering, and we may not be able to complete our initial business combination within 24 months
of such date and, as a result, we may in the future be subject to a claim that we have been operating as an unregistered investment company.
If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to
complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not
be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value
of our stock and warrants following such a transaction, and our warrants would expire worthless.

The
funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely
in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the
risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section
3(a)(1)(A) of the Investment Company Act), we will, on or shortly prior to the 24-month anniversary of the effective date of the registration
statement relating to our initial public offering, instruct Continental Stock Transfer & Trust Company, the trustee with respect
to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter, until
the earlier of consummation of our initial business combination or liquidation, to hold all funds in the trust account in an interest
bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested
in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase,
or would only minimally increase, thereby reducing the dollar amount our public shareholders would receive upon any redemption or liquidation
of the Company.

In
addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our initial public offering,
we may be deemed to be an investment company. The longer that the funds in the trust account are held in short-term U.S. government securities
or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that
we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine,
in our discretion, to liquidate the securities held in the trust account at any time, even prior to the 24-month anniversary, and instead
hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise
would have if the trust account had remained invested in U.S. government securities or money market funds.

Please
do not hesitate to contact Alex Weniger-Araujo at (212) 407-4063 of Loeb & Loeb LLP with any questions or comments regarding this
letter.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb &
    Loeb LLP

cc:

Liew
Choon Lian

Evergreen
Corporation