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AMENDMENT NO.1 EVERGREEN CORPORATION E9 15-04, The Pinnacle Persiaran Lagoon Bandar Sunway Petaling Jaya, Selangor +1 786 406 6082 Non-accelerated Filer true true false

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<p id="xdx_80E_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock_zrN6L1hSMAse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; background-color: white">Note 1 — Description of Organization, Business Operations, Going Concern and Basis of Presentation Evergreen Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on October 21, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of November 30, 2021, the Company had not commenced any operations. All activity for the period from October 21, 2021 (inception) through November 30, 2021, relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected November 30 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of <span id="xdx_905_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_z8sz0LNBoyB4" title="Sale of stock, number of shares issued in transaction">10,000,000 units at $10.00 per unit (or <span id="xdx_90D_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zt8idhlK4BXi" title="Sale of stock, number of shares issued in transaction">11,500,000 units if the underwriter’s over-allotment option is exercised in full) (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in in Note 3 (the “Proposed Public Offering”) and the sale of <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_zppKdVgQ5FJd" title="Number of new stock issued during the period">480,000 placement units (<span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zuhAvELqoTq3" title="Number of new stock issued during the period">532,500 placement units if the underwriter’s over-allotment option is exercised in full) (the “Placement Units”) at a price of $10.00 per Placement Unit that will close in a private placement to Evergreen LLC (the “Sponsor”) simultaneously with the closing of the Proposed Public Offering (see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company intends to list the Units on the Nasdaq Global Market (“Nasdaq”). Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $10.15 per Unit sold in the Proposed Public Offering, including the proceeds of the sale of the Placement Units, will be held in a trust account (“Trust Account”) and invested 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated memorandum and articles of association. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, our memorandum of association and amended and restated articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its founder shares, the ordinary shares included in the Placement Units and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination, (b) not to propose an amendment to the memorandum of association and amended and restated articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Public Offering if the Company fails to complete its Business Combination. The Company will have until 12 months from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”) (subject to a six month extension of time as set forth in the Company’s registration statement). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit of $10.00. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.15 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of November 30, 2021, the Company had $nil in cash and a working capital deficiency of $110,855. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through the Proposed Public Offering as discussed in Note 3. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern following the issuance of these financial statements. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public Offering or its inability to continue as a going concern.

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NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Deferred offering costs Deferred offering costs consist of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. At November 30, 2021, the Company had $105,995 in capitalized deferred offering costs. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the period from October 21, 2021 (inception) through November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of <span id="xdx_901_eus-gaap--WeightedAverageNumberOfSharesCommonStockSubjectToRepurchaseOrCancellation_c20211021__20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zECjFWU70QU8" title="Weighted average class B ordinary shares">375,000 Class B Ordinary Shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). As of November 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of November 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred offering costs Deferred offering costs consist of capitalized underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. At November 30, 2021, the Company had $105,995 in capitalized deferred offering costs.

105995

Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the period from October 21, 2021 (inception) through November 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of <span id="xdx_901_eus-gaap--WeightedAverageNumberOfSharesCommonStockSubjectToRepurchaseOrCancellation_c20211021__20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zECjFWU70QU8" title="Weighted average class B ordinary shares">375,000 Class B Ordinary Shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). As of November 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

375000

Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of November 30, 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

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Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to <span id="xdx_90A_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--IPOMember_zRl24jFjUye9" title="Sale of stock, number of shares issued in transaction">10,000,000 Units (or <span id="xdx_90D_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zbJkg3mryQcg" title="Sale of stock, number of shares issued in transaction">11,500,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).

10000000

11500000

10.00

Each Unit will consist of one ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per whole share

11.50

NOTE 4. PRIVATE PLACEMENT The Sponsor has agreed to purchase an aggregate of <span id="xdx_907_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_z97rEXbi3ate" title="Stock issued during period, shares">480,000 placement units (or <span id="xdx_904_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zG5CakqF4XQi" title="Stock issued during period, shares">532,500 placement units if the over-allotment option is exercised in full) at a price of $10.00 per unit, for an aggregate purchase price of $<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_pp0p0_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--PrivatePlacementMember_z2pFEqWVYyF2" title="Proceeds from issuance of private placement">4,800,000 ($<span id="xdx_90A_eus-gaap--ProceedsFromIssuanceOfPrivatePlacement_pp0p0_c20211021__20211130__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zC6c3fRb4H29" title="Proceeds from issuance of private placement">5,325,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in this prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless.

480000

532500

10.00

4800000

5325000

NOTE 5. RELATED PARTY TRANSACTIONS Class B Ordinary Shares On November 22, 2021, the Company approved the acquisition by transfer of an aggregate of 2,875,000 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. Such Class B ordinary shares includes an aggregate of up to <span id="xdx_902_ecustom--CommonStockSharesSubjectToForfeiture_c20211120__20211122__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zyICTxjXvba1" title="Common stock shares subject to forfeiture">375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the initial shareholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Placement Units and underlying securities). As at November 30, 2021, the purchase price of the Class B ordinary shares of $<span id="xdx_905_eus-gaap--CommonStockShareSubscribedButUnissuedSubscriptionsReceivable_iI_c20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--StatementEquityComponentsAxis__custom--FounderSharesMember_zDoNjVNHCFri" title="Subscription receivable">25,000 had not yet been received in cash, consequently this amount is recognized as a subscription receivable as a contra-equity account. The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note – Related Party On November 22, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $<span id="xdx_90D_eus-gaap--DebtInstrumentFaceAmount_iI_pp0p0_c20211122__us-gaap--DebtInstrumentAxis__custom--PromisoryNoteMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember_zTpZ4yU03ZIb" title="Aggregate principal amount">300,000 to be used for payment of the Company’s formation costs together with costs related to the Proposed Public Offering. The note is non-interest bearing and repayable on the closing of this offering. As of November 30, 2021, the Company had borrowed $<span id="xdx_905_eus-gaap--DueToRelatedPartiesCurrent_iI_pp0p0_c20211122__us-gaap--DebtInstrumentAxis__custom--PromisoryNoteMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember_zC7g92UjAuB4" title="Borrowed amount">105,995 under the promissory note with our sponsor. Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Evergreen LLC, the Sponsor $<span id="xdx_902_eus-gaap--RelatedPartyTransactionAmountsOfTransaction_c20211120__20211122__us-gaap--RelatedPartyTransactionAxis__custom--AdministrativeServicesArrangementMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember_zNIfN7jMcYFi" title="Service fee per month">10,000 per month for these services during the 18-month period to complete a business combination. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company consummates a Business Combination, the Company would repay such loaned amounts, provided that up to $1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the placement units. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the trust account would be used for such repayment.

2875000

25000

0.009

375000

0.20

25000

The initial shareholders have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

300000

105995

10000

1500000

10.00

NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares issued and outstanding, as well as the holders of the Placement Units and any units our sponsor, officers, directors, initial shareholders or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Placement Units and units issued to our sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the company consummate a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to an additional <span id="xdx_900_ecustom--AdditionalPercentageOfUnitsGranted_iI_c20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember_zyDvnwY3GUR9" title="Additional percentage of units granted to cover over-allotments">15% of the total number of Units in the Proposed Public Offering to cover over-allotments. The underwriters will be entitled to a cash underwriting discount of: (i) two percent (<span id="xdx_906_ecustom--UnderwritingDiscountPercentage_pid_dp_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDiscountMember_z2zmrC6zUa59" title="Percentage of underwriting discount">2.0%) of the gross proceeds of the Proposed Public Offering, or $<span id="xdx_909_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_pp0d_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDiscountMember_zonjErBN1rk2" title="Proceeds from intial public offering">2,000,000 (or up to $<span id="xdx_90C_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_pp0d_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDiscountMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zg8ZYHHRymab" title="Proceeds from intial public offering">2,300,000 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of three and one-half percent (<span id="xdx_905_ecustom--GrossOfferingProceedsPayablePercentage_pid_dp_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDeferredFeeMember_zafM35R9zp7a" title="Percentage of gross offering proceeds payable">3.50%) of the gross proceeds of the Proposed Public Offering, or $<span id="xdx_906_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_pp0p0_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDeferredFeeMember_zYfN4lD5dYK8">3,500,000 (or up to $<span id="xdx_903_eus-gaap--ProceedsFromIssuanceInitialPublicOffering_pp0p0_c20211021__20211130__us-gaap--TypeOfArrangementAxis__custom--UnderwritersAgreementMember__us-gaap--OtherCommitmentsAxis__custom--UnderwrittingDeferredFeeMember__us-gaap--SubsidiarySaleOfStockAxis__us-gaap--OverAllotmentOptionMember_zKU2wJAiE2Oj">4,025,000 if the underwriters’ over-allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering and ending 24 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

0.15 0.020

2000000

2300000

0.0350

3500000

4025000

NOTE 7. SHAREHOLDERS’ EQUITY Class A Ordinary Shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $<span id="xdx_90F_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassAMember_zMg7wdpWmeT7" title="Common stock, par or stated value per share">0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of November 30, 2021, there were no Class A ordinary shares issued and outstanding. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $<span id="xdx_904_eus-gaap--CommonStockParOrStatedValuePerShare_iI_pid_c20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zvJ2CGjXc2E3" title="Common stock, par or stated value per share">0.0001 per share. <span id="xdx_906_eus-gaap--CommonStockVotingRights_c20211021__20211130__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--HoldersMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_z3MIkpNA4FW4" title="Common stock, voting rights">Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. The Company issued an aggregate of <span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20211021__20211130__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember__us-gaap--StatementEquityComponentsAxis__custom--FounderSharesMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zKqXsaWXNyr" title="Stock issued during period, shares">2,875,000 Class B ordinary shares (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $<span id="xdx_908_eus-gaap--StockIssuedDuringPeriodValueNewIssues_pp0p0_c20211021__20211130__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember__us-gaap--StatementEquityComponentsAxis__custom--FounderSharesMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zo260lvZAl88" title="Stock issued during period, value">25,000 in cash. Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis. As of November 30, 2021, there were 2,875,000 Class B ordinary shares issued and outstanding, of which <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_pid_c20211021__20211130__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember__us-gaap--StatementEquityComponentsAxis__custom--FounderSharesMember__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zKEPHdMAf0a7" title="Stock issued during period, shares">2,875,000 were held by the Sponsor and of which <span id="xdx_902_ecustom--CommonStockSharesSubjectToForfeiture_c20211021__20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--SponsorMember_zUQo4kgdwd2k" title="Common stock subject to forfeiture">375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full, such that the Initial Shareholders will maintain ownership of at least <span id="xdx_902_eus-gaap--EquityMethodInvestmentOwnershipPercentage_iI_pid_dp_uPure_c20211130__us-gaap--StatementClassOfStockAxis__us-gaap--CommonClassBMember_zWFSAJQJvPYg" title="Equity method investment, ownership percentage">20% of the issued and outstanding shares after the Proposed Public Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Proposed Public Offering and excluding the Founder Shares). Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of November 30, 2021, there were no preference shares issued or outstanding. Warrants —The Public Warrants will become exercisable commencing on the later of <span id="xdx_906_ecustom--PeriodOfTimeWithinWhichRegistrationStatementIsExpectedToBecomeEffective_pid_dtM_c20211021__20211130__us-gaap--ClassOfWarrantOrRightAxis__us-gaap--WarrantMember_z6R9jOYd1YU6" title="Period of time within which registration statement is expected to become effective">12 months from the effective date of the Company’s registration statement or the date of the consummation of a Business Combination. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless the Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 0.25in"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify; width: 0.25in">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">in whole and not in part;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">at a price of $0.01 per warrant;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">at any time after the warrants become exercisable,</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">upon not less than 30 days’ prior written notice of redemption to each warrant holder;</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, and recapitalizations) for any 20 trading days within a <span id="xdx_90D_ecustom--TradingPeriodAfterBusinessCombinationUsedToMeasureDilutionOfWarrant_dtD_c20210806__20210930__us-gaap--ClassOfWarrantOrRightAxis__us-gaap--WarrantMember__srt--RangeAxis__srt--MaximumMember_zIt1knxR3Mm6" title="Trading period after business combination used to measure dilution of warrant">30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such warrants.</td></tr> </table> If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering.

479000000

0.0001

20000000

0.0001

Holders of the Company’s Class B ordinary shares are entitled to one vote for each share.

2875000

25000

2875000

375000

0.20

1000000

0.0001

P12M P5Y

0.01

P30D

18.00

P30D the Company issues additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to December 23, 2021, the date the audited financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Includes an aggregate of 375,000 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. Excludes an aggregate of 375,000 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part. Includes up to 375,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter.