Financial Position - As of November 30, 2022, the company had $301,228 in cash outside of the Trust Account and a working capital surplus of $391,748[37]. - As of November 30, 2022, the company held investments of $118,051,563 in Trust Accounts, intended for the initial business combination[55]. - Total assets increased to $118,464,460 as of November 30, 2022, compared to $105,995 as of November 30, 2021[148]. - Total current assets increased to $412,897 as of November 30, 2022, from $105,995 as of November 30, 2021[148]. - Total liabilities decreased to $4,046,149 as of November 30, 2022, from $110,855 as of November 30, 2021[148]. - As of November 30, 2022, the Company had $301,228 in cash and no cash equivalents, indicating limited liquidity[187]. Income and Expenses - For the year ended November 30, 2022, the company reported a net income of $906,058, consisting of formation and operating costs of $420,505 and interest earned on investments of $1,326,563[52]. - The company incurred $100,000 in administrative service fees for the year ended November 30, 2022[64]. - The company incurred total IPO transaction costs of $8,557,887, which included $4,025,000 in deferred underwriting fees[159]. - Audit fees for the year ended November 30, 2022, were approximately $42,500, while fees for the prior period were $45,000[131]. - Formation and operating costs for the year ended November 30, 2022, were $420,505, significantly higher than $4,860 for the prior period[150]. - The Company reported a net income allocable to redeemable Class A ordinary shares of $699,108 for the year ended November 30, 2022, resulting in a basic and diluted net income per share of $0.07[200]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on February 11, 2022, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[53]. - The Company sold 11,500,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating gross proceeds of $115,000,000[207]. - The underwriting discount paid at the closing of the Initial Public Offering was approximately $2,300,000, with a deferred underwriting discount of $4,025,000[66]. - Offering costs associated with the Initial Public Offering amounted to $4,532,887, which were charged to additional paid-in capital[201]. - The Company generated gross proceeds of $100,000,000 from its Initial Public Offering (IPO) on February 11, 2022, with additional proceeds of $15,000,000 from the exercise of the overallotment option[158][161]. Business Operations and Future Outlook - The company has not engaged in any operations or generated revenues to date, focusing on identifying a target company for an initial business combination[51]. - The company has not yet identified a target for its business combination, which must have a fair market value equal to at least 80% of the net assets held in the trust account[163]. - The company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[59]. - The company has substantial doubt about its ability to continue as a going concern if a business combination is not completed within a prescribed period[142]. - If a Business Combination is not completed within 12 to 18 months, the Company will cease operations and redeem Public Shares based on the amount in the Trust Account[172]. Governance and Management - The Audit Committee consists of independent directors Lim Wai Loong, Dr. Mohamad Zabidi Bin Ahmad, and Alberto Coronado Santos, ensuring compliance with NASDAQ's listing standards[97]. - The Compensation Committee, chaired by Lim Wai Loong, evaluates officers' performance and determines compensation levels based on corporate goals[98]. - The company has not engaged any compensation consultant for executive or director compensation, ensuring independence in the process[99]. - The board of directors is composed of independent members who can recommend director nominees without a standing nominating committee[102]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[108]. Share Structure and Capitalization - As of February 22, 2023, the company had 11,500,000 publicly-held Class A ordinary shares and 2,875,000 Class B ordinary shares outstanding[114]. - Evergreen LLC, the sponsor, holds 3,407,500 shares, representing 22.86% of the outstanding shares[116]. - The Company has authorized the issuance of 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, with 2,875,000 Class B ordinary shares issued and outstanding[228]. - The Company has 11,500,000 Class A Ordinary Shares outstanding that are subject to possible redemption[194]. - Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis at the time of a Business Combination, with adjustments to maintain 20% of total ordinary shares outstanding post-IPO[230]. Redemption and Warrants - The Company anticipates redeeming Public Shares at an initial value of $10.15 per share, plus any pro rata interest, net of taxes payable[165]. - The Company will not redeem Public Shares if it would cause net tangible assets to fall below $5,000,001 to avoid SEC's "penny stock" rules[166]. - Holders of Public Warrants will not receive funds from the Trust Account if the Company fails to complete a Business Combination within the Combination Period, potentially leading to worthless warrants[236]. - Public Warrants can only be exercised for whole shares and will become exercisable 30 days after a Business Combination or 12 months post-IPO, expiring five years after the Business Combination[231].
Evergreen (EVGR) - 2022 Q4 - Annual Report