secwatch / observer

Embrace Change Acquisition Corp. — fact timeline

Source-grounded facts extracted from Embrace Change Acquisition Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

EMCGF Embrace Change Acquisition Corp. JSON
Governance Changes

Embrace Change Acquisition Corp.: Amended and restated memorandum and articles of association to extend the Combination Period to August 11, 2026 (effective 2025-08-11).

“as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “ Extension Amendment Proposal ”) by deleting the Articles of Association in its entirety and substitute it with the fourth amended and restated memorandum and articles of association of Embrace Change”

Mou Zhou resigned as Independent Director at Embrace Change Acquisition Corp..

“On March 27, 2025, Mou Zhou, an independent director of Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), resigned as an independent director of the Company.”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $81,000 with Zheng Yuan at bears no interest maturing upon the consummation of the Company's initial business combination.

“On May 7, 2024, Embrace Change Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Working Capital Note”), in an amount of $81,000 to Zheng Yuan, the Company’s Chief Financial Officer, for the $81,000 Ms. Yuan paid for the Company to pay off a bill.”
Listing & Compliance Notices

Embrace Change Acquisition Corp. received a nasdaq delisting notice notice regarding other (rules 5250(f)).

“received a delisting determination letter from the Listing Qualifications of The Nasdaq Stock Market LLC advising the Company that the Company has not paid its assessed fees required by Listing Rule 5250(f). The Company subsequently paid the outstanding fee. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 29, 2024 EMBRACE CHANGE ACQUISITION CORP. By: /s/ Jingyu Wang Name: Jingyu Wang Title: Chief Executive Officer 2”
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.

“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”
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).

“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.”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $100,000 with Zheng Yuan at no interest maturing upon the consummation of the Company’s initial business combination.

“On February 16, 2024, Embrace Change Acquisition Corp. (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 to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from February 12, 2024 to March 12, 2024.”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $100,000 with Zheng Yuan at no interest maturing upon the consummation of the Company's initial business combination.

“On January 17, 2024, Embrace Change Acquisition Corp. (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”
Listing & Compliance Notices

Embrace Change Acquisition Corp. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“December 22, 2023, Embrace Change Acquisition Corp. (the “Company”) received a notification from The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 20, 2024, to regain compliance. In accor”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $100,000 with Zheng Yuan at no interest maturing upon the consummation of the Company’s initial business combination.

“On December 15, 2023, Embrace Change Acquisition Corp. (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 to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from December 12, 2023 to January 12, 2024.”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $10,000 with Wuren Fubao Inc., the Company’s sponsor at bears no interest maturing upon the consummation of the Company’s business combination.

“the Company issued an unsecured promissory note (the “Extension Fee Note”), effective as of September 8, 2023, in an amount of $10,000 to the Sponsor. The Extension Fee Note bears no interest and is repayable in full upon the consummation of the Company’s business combination.”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $190,111.54 with Zheng Yuan at bears no interest maturing upon the consummation of the Company's initial business combination.

“On November 13, 2023, the Company issued an unsecured promissory note (the “Note”), effective as of November 10, 2023, in an amount of $190,111.54 to Ms. Yuan. The Note bears no interest and is repayable in full upon the consummation of the Company’s initial business combination.”
Governance Changes

Embrace Change Acquisition Corp.: Removed restriction on initial business combination with entities based in China (including Hong Kong and Macau) (effective 2023-10-20).

“to remove the restriction of the Company to undertake an initial business combination with any entity or business based in, or with its principal or a majority of its business operations (either directly or through any subsidiaries) in, the People’s Republic of China (including Hong Kong and Macau)”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved Auditor Proposal at the 2023-09-27 meeting.

“Auditor Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,155,188 122,270 0 0”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved Director Proposal at the 2023-09-27 meeting.

“Director Proposal received the following votes: NOMINEE FOR AGAINST BROKER NON-VOTES Hang Zhou 6,155,188 122,270 0”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved Target Amendment Proposal at the 2023-09-27 meeting.

“Target Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,155,188 122,270 0 0”
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.

“the Company issued an unsecured promissory note (the “Extension Fee Note”), effective as of October 10, 2023, in an amount of $100,000 to Ms. Yuan.”
Listing & Compliance Notices

Embrace Change Acquisition Corp. received a nasdaq deficiency notice notice regarding shareholders (rules 5450(a)(2)).

“October 12, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) of The Nasdaq Global Market in connection with its listing of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), which requires the Company to maintain a minimum of 400 total holders of its Ordinary Shares for continued listing on The Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and h”
Debt Financings

Embrace Change Acquisition Corp. incurred loan of $10,000 with Wuren Fubao Inc., the Company’s sponsor at bears no interest maturing upon the consummation of the Company’s business combination.

“On September 8, 2023, the Company issued an unsecured promissory note (the “Extension Fee Note”), effective as of September 8, 2023, in an amount of $10,000 to the Sponsor.”
Governance Changes

Embrace Change Acquisition Corp.: Approved special resolution to remove the net tangible asset requirement from the Articles of Association by adopting a second amended and restated memorandum and articles of association (effective 2023-08-09).

“as a special resolution, an amendment to the Articles of Association to remove the net tangible asset requirement from the Articles of Association in order to expand the methods that Embrace Change may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change”
Governance Changes

Embrace Change Acquisition Corp.: Approved special resolution to extend the Combination Period from the Termination Date to the Extended Date by adopting a second amended and restated memorandum and articles of association (effective 2023-08-09).

“as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “ Extension Amendment Proposal ”) by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved NTA Requirement Amendment Proposal at the 2023-08-09 meeting.

“The NTA Requirement Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 5,161,995 294,668 0 0”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved Trust Agreement Amendment Proposal at the 2023-08-09 meeting.

“The Trust Agreement Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 5,161,995 294,668 0 0”
Shareholder Votes

Embrace Change Acquisition Corp. shareholders approved Extension Amendment Proposal at the 2023-08-09 meeting.

“The Extension Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 5,161,995 294,668 0 0”
Material Agreements

Embrace Change Acquisition Corp. amended amendment to investment management trust agreement with Continental Stock Transfer & Trust Company valued at extension of combination period from August 12, 2023 to August 12, 2024 with monthly extension payme (effective 2023-08-09).

“On August 9, 2023, as approved by its shareholders at an extraordinary general meeting held on August 9, 2023 (the “ Extraordinary General Meeting ”), Embrace Change Acquisition Corp. (the “ Company ” or “ Embrace Change ”), and its trustee, Continental Stock Transfer & Trust Company (the “ Trustee ”), signed an amendment to the investment management trust agreement dated as of August 9, 2022 (the “ Trust Agreement ”), to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “ Combination Period ”) twelve (12) times for an additional one (1) month each time, from August 12, 2023 (i.e. the end of 12 months from the consummation of its initial public offering, the “ Termination Date ”) to August 12, 2024 (the “ Extended Date ”), by depositing into the trust account (the “ Trust Account ”) the lessor of $100,000 or $0.045 per outstanding public share for each one-month extension (the “ Extension Payment ”), as approved by the Com”

Jingyu Wang was appointed as Chief Executive Officer, Class III director and Chairman of the Board of Directors at Embrace Change Acquisition Corp..

“The Company’s Board of Directors appointed Mr. Jingyu Wang to serve as the Company’s Chief Executive Officer, a Class III director and Chairman of the Board of Directors, effective December 2, 2022.”

Yoann Delwarde resigned as Chief Executive Officer and Chairman of the Board of Directors at Embrace Change Acquisition Corp..

“On December 2, 2022, Yoann Delwarde, Chief Executive Officer and Chairman of the Board of Directors of the Company, resigned as Chairman and Chief Executive Officer of the Company.”

Mo Zhou was appointed as Class II Director at Embrace Change Acquisition Corp..

“The Company’s Board of Directors appointed Mr. Mo Zhou to serve as the Company’s Class II director, effective December 1, 2022.”

Gregory De Richemont resigned as Independent Director at Embrace Change Acquisition Corp..

“On December 1, 2022, Gregory De Richemont, an independent director of Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), resigned as an independent director of the Company.”

Hang Zhou was appointed as Director at Embrace Change Acquisition Corp..

“Effective May 16, 2022, Jiangping (Gary) Xiao, Gregory de Richemont and Hang Zhou were appointed to the board of directors of the Company (the “ Board ”).”

Gregory de Richemont was appointed as Director at Embrace Change Acquisition Corp..

“Effective May 16, 2022, Jiangping (Gary) Xiao, Gregory de Richemont and Hang Zhou were appointed to the board of directors of the Company (the “ Board ”).”

Jiangping (Gary) Xiao was appointed as Director at Embrace Change Acquisition Corp..

“Effective May 16, 2022, Jiangping (Gary) Xiao, Gregory de Richemont and Hang Zhou were appointed to the board of directors of the Company (the “ Board ”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.