Correspondence 0001493152-23-014826 from Evergreen Corp (EVGR, EVGRU, EVGRW) (CIK 0001900402)
Evergreen Corp (EVGR, EVGRU, EVGRW) (CIK 0001900402)
Date: May 1, 2023 · CIK: 0001900402 · Accession: 0001493152-23-014826
AI Filing Summary & Sentiment
File numbers found in text: 001-41271
Letter
Via Edgar Division of Corporation Finance 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 28, 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, we may determine, in our discretion, to 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”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are 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 may, in our own discretion, 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, 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, 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 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
Show Raw Text
CORRESP
1
filename1.htm
345
Park Avenue
New
York, NY
10154-1895
Direct
Main
Fax
212.407.4000
212.407.4000
212.407.4990
Via
Edgar
May 01, 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 28, 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, we may determine, in our discretion, to 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”)
and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are 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 may, in our own discretion, 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, 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, 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 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