Evergreen Corporation(EVGRU) - 2022 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION This section details the company's financial statements, management's analysis of financial condition, market risk, and internal controls Financial Statements The financial statements detail the company's financial position as of February 28, 2022, following its Initial Public Offering (IPO), characterized by significant cash in a trust account and a net loss as a pre-revenue SPAC Balance Sheets As of February 28, 2022, the balance sheet reflects total assets of $117.5 million, primarily trust account cash, and a shareholders' deficit of $3.265 million due to redeemable shares and deferred commissions Balance Sheet Summary (as of Feb 28, 2022 vs. Nov 30, 2021) | Account | February 28, 2022 (Unaudited) ($) | November 30, 2021 (Audited) ($) | | :--- | :--- | :--- | | Assets | | | | Cash | $736,254 | $ - | | Cash and Marketable Securities held in trust account | $116,725,273 | $ - | | Total Assets | $117,516,527 | $134,375 | | Liabilities & Shareholders' Deficit | | | | Total Current Liabilities | $31,994 | $114,235 | | Deferred underwriter commission | $4,025,000 | $ - | | Total Liabilities | $4,056,994 | $114,235 | | Class A ordinary shares subject to possible redemption | $116,725,000 | $ - | | Total Shareholders' Deficit | ($3,265,467) | $20,140 | Statement of Operations For the three months ended February 28, 2022, the company reported a net loss of $52,720, primarily from formation and operating costs, with minimal interest income from the trust account Statement of Operations (For the Three Months Ended February 28, 2022) | Item | Amount ($) | | :--- | :--- | | Formation and operating costs | $(52,993) | | Interest earned on marketable securities held in trust account | $273 | | Net Loss | $(52,720) | | Basic and diluted net loss per ordinary share | $(0.01) | Statement of Cash Flows For the three months ended February 28, 2022, cash increased to $736,254, driven by $117.5 million from financing activities largely offset by $116.7 million used for the Trust Account Cash Flow Summary (For the Three Months Ended February 28, 2022) | Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | $(80,859) | | Net cash used in investing activities | $(116,725,000) | | Net cash provided by financing activities | $117,542,113 | | Net change in cash | $736,254 | Notes to Financial Statements The notes detail the company's formation as a Cayman Islands blank check company, its February 2022 IPO with $116.7 million placed in trust, related-party transactions, and a going concern uncertainty due to the need for a business combination - The company is a Cayman Islands corporation formed on October 21, 2021, for the purpose of effecting a business combination, operating as an early-stage and emerging growth company[19] - On February 11, 2022, the company consummated its IPO of 11,500,000 units (including over-allotment) at $10.00 per unit, placing $116.7 million into a trust account[21][24][25] - The company has 12 to 18 months from the IPO closing to complete a Business Combination, or it will be required to cease operations and redeem the public shares[35] - Conditions raise substantial doubt about the Company's ability to continue as a going concern within one year, as it needs to consummate a Business Combination, with financial statements not including any adjustments related to this uncertainty[42] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's status as a blank check company focused on vision sensing technologies, reporting a net loss of $52,720 for the quarter, with $116.7 million in the Trust Account and $736,254 for working capital, alongside administrative and deferred underwriting fee obligations - The company is a blank check company formed on October 21, 2021, focusing on identifying a target business in the vision sensing technologies industry[103] - For the three months ended February 28, 2022, the company had a net loss of $52,720, consisting of operating costs offset by minor interest income from the trust account[106] - As of February 28, 2022, the company had $116.7 million in the Trust Account for a business combination and $736,254 cash outside the trust for working capital[109][111] - The company has a commitment to pay its Sponsor $10,000 per month for administrative support and owes a deferred underwriting fee of $4.025 million, payable only upon completion of a Business Combination[114][115] Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is not required to provide disclosures regarding quantitative and qualitative market risk - As a smaller reporting company, Evergreen Corporation is not required to make disclosures under Item 3[119] Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of February 28, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of the quarter ended February 28, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[121] - There were no changes in the company's internal control over financial reporting during the fiscal quarter that materially affected, or are likely to materially affect, internal controls[122] PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Legal Proceedings The company has reported no legal proceedings - There are no legal proceedings to report[125] Risk Factors There have been no material changes to the risk factors previously disclosed in the company's prospectus filed on February 10, 2022 - As of the date of this report, there have been no material changes to the risk factors disclosed in the prospectus from February 10, 2022[126] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds for the period - None reported[127] Defaults Upon Senior Securities The company reported no defaults upon senior securities - None reported[128] Mine Safety Disclosures The company reported no mine safety disclosures - None reported[129] Other Information The company reported no other information - None reported[130] Exhibits This section lists the exhibits filed with the Form 10-Q, including key agreements and officer certifications - Exhibits filed include the Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Administrative Services Agreement, and officer certifications (302 and 906)[131][133] Signatures This section contains the official signatures authorizing the report Signatures The report was duly signed and authorized on April 14, 2022, by the Chairman and Chief Executive Officer and the Chief Financial Officer - The report is signed by Liew Choon Lian (CEO) and Izmet Iskandar Bin Mohd Ramli (CFO) on April 14, 2022[136]