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Correspondence 0001493152-23-026784 from Evergreen Corp (EVGR, EVGRU, EVGRW) (CIK 0001900402)

Evergreen Corp (EVGR, EVGRU, EVGRW) (CIK 0001900402)
Date: Aug. 4, 2023 · CIK: 0001900402 · Accession: 0001493152-23-026784

AI Filing Summary & Sentiment

File numbers found in text: 001-41271

Referenced dates: August 1, 2023

Date
Aug. 4, 2023
Author
/s/
Form
CORRESP
Company
Evergreen Corp (EVGR, EVGRU, EVGRW) (CIK 0001900402)

Letter

Via Edgar Division of Corporation Finance Attention: Liz Packebusch Re: Evergreen Corporation Form 10-K for the Fiscal Year ended November 30, 2022 Filed March 3, 2023 File No. 001-41271

Dear Ms. Packebusch:

On behalf of our client, Evergreen Corporation (the “Company”), we hereby provide a response to the comments issued in a letter dated August 1, 2023 (the “Staff’s Letter”) regarding the Company’s Form 10-K for the Fiscal Year ended November 30, 2022 that was filed by the Company on March 3, 2023 (the “Form 10-K”). Concurrently with the submission of this letter, the Company is filing an amendment to the Form 10-K (the “Amended Form 10-K”) via EDGAR for review in accordance with the procedures of the Securities and Exchange Commission.

In order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amended Form 10-K, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Alex Weniger-Araujo

August 4, 2023

Page

Form 10-K for the Fiscal Year ended November 30, 2022

General

1. We note disclosure in your Form 14A filed on June 22, 2023 indicating that your sponsor is controlled by a non-U.S. person and the potential risks of your initial business combination being subject to a review by the Committee on Foreign Investment in the United States. Please include corresponding disclosure in future periodic reports.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 6 of the Amended Form 10-K in accordance with the Staff’s comment and will include similar disclosure in future period reports.

Thank you very much for your time and attention to this matter and please call me at 212.407.4063 if you would like additional information with respect to any of the foregoing.

Sincerely,
/s/
Alex Weniger-Araujo

Show Raw Text
CORRESP
1
filename1.htm

    ALEX
    WENIGER-ARAUJO

    Partner

    345
    Park Avenue

    New
    York, NY 10154

    Direct
    212.407.4063

    Main
    212.407.4000

    aweniger@loeb.com

Via
Edgar

August
4, 2023

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Liz
    Packebusch

    Laura
    Nicholson

    Re:
    Evergreen
    Corporation

    Form
    10-K for the Fiscal Year ended November 30, 2022

    Filed
    March 3, 2023

    File
    No. 001-41271

Dear
Ms. Packebusch:

On
behalf of our client, Evergreen Corporation (the “Company”), we hereby provide a response to the comments issued in a letter
dated August 1, 2023 (the “Staff’s Letter”) regarding the Company’s Form 10-K for the Fiscal Year ended November
30, 2022 that was filed by the Company on March 3, 2023 (the “Form 10-K”). Concurrently with the submission of this letter,
the Company is filing an amendment to the Form 10-K (the “Amended Form 10-K”) via EDGAR for review in accordance with the
procedures of the Securities and Exchange Commission.

In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amended Form 10-K,
we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered
paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

    Alex
    Weniger-Araujo

    August
    4, 2023

    Page
    2

Form
10-K for the Fiscal Year ended November 30, 2022

General

1.
We note disclosure in your Form 14A filed on June 22, 2023 indicating that your sponsor is controlled by a non-U.S. person and the potential
risks of your initial business combination being subject to a review by the Committee on Foreign Investment in the United States. Please
include corresponding disclosure in future periodic reports.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 6 of the Amended Form 10-K in accordance with
the Staff’s comment and will include similar disclosure in future period reports.

Thank
you very much for your time and attention to this matter and please call me at 212.407.4063 if you would like additional information
with respect to any of the foregoing.

    Sincerely,

    /s/
    Alex Weniger-Araujo

    Alex
    Weniger-Araujo

    Partner