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.”

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.