---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-24-001595"
form_type: "8-K"
ticker: "EMCGF"
cik: "0001869601"
company_name: "Embrace Change Acquisition Corp."
filed_at: "2024-03-14T23:59:59+00:00"
generated_at: "2026-06-04T21:45:47.093346+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Embrace Change Acquisition restructures deferred underwriting fee and extends deadline via CFO loan

## Summary
- Deferred underwriting commission of $2.59M replaced with $750K cash plus 200K shares at business combination close.
- Issued $100K promissory note to CFO Zheng Yuan to extend business combination deadline from Mar 12 to Apr 12.
- Note is interest-free, convertible at $10/unit into private placement units; repayable upon business combination.
- Also agreed to lift restrictions on 73,929 Issuance Shares previously issued to Kingswood Capital and others.

## SEC filing metadata
- accession: 0001829126-24-001595
- form_type: 8-K
- ticker: EMCGF
- cik: 0001869601
- company_name: Embrace Change Acquisition Corp.
- filed_at: 2024-03-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1869601/000182912624001595/0001829126-24-001595-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1869601/000182912624001595/embracechangeacq_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-24-001595
- JSON: https://secwatch.observer/filing/0001829126-24-001595.json
- Plain text: https://secwatch.observer/filing/0001829126-24-001595.txt

## Key facts
- Debt Financings
  Embrace Change Acquisition Corp. incurred loan of $100,000 with Zheng Yuan at bears no interest maturing upon the consummation of the Company's initial business combination.
  - Instrument: loan
  - Principal: $100,000
  - Counterparty: Zheng Yuan
  - Rate: bears no interest
  - Maturity: upon the consummation of the Company's initial business combination
  - Event: incurrence
  source text: On March 13, 2024, the Company issued an unsecured promissory note (the “Extension Fee Note”), in an amount of $100,000 to Zheng Yuan, the Company’s Chief Financial Officer, for the $100,000 Ms. Yuan deposited into the Company’s trust account
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869601/000182912624001595/0001829126-24-001595-index.htm
- Material Agreements
  Embrace Change Acquisition Corp. entered into Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated August 9, 2022 with EF Hutton LLC valued at $2,587,499 (effective 2024-03-04).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: EF Hutton LLC
  - Value: $2,587,499
  - Effective: 2024-03-04
  source text: On March 4, 2024, Embrace Change Acquisition Corp. (the “Company”) and EF Hutton LLC, formerly known as EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), the underwriter of the Company’s initial public offering, entered into a Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated August 9, 2022 (the “Satisfaction and Discharge Agreement”), pursuant to which, EF Hutton agrees to revise the deferred underwriting fee of three point five percent (3.50%) of the gross proceeds of the initial public offering, or $2,587,499, to (1) $750,000 in cash on the date of the closing of the initial business combination (the “Closing”) and (2) 200,000 of registered and unrestricted shares of the Company, shall be issued and delivered to EF Hutton at the Closing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869601/000182912624001595/0001829126-24-001595-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.