Embrace Change Acquisition Corp. Files 2023 10-K

TL;DR

SPAC Embrace Change Acquisition Corp. 2023 10-K filed. Zero assets, zero liabilities. Awaiting merger.

AI Summary

Embrace Change Acquisition Corp. filed its 10-K for the fiscal year ending December 31, 2023. The company, a blank check company, reported its financial position and operational details. As of December 31, 2023, the company had $0 in total assets and $0 in total liabilities, with a negative $1,000 in total equity, reflecting its status as a shell entity awaiting a business combination.

Why It Matters

This filing provides a snapshot of Embrace Change Acquisition Corp.'s financial status as a special purpose acquisition company (SPAC) before it completes a business combination, indicating its current lack of operational assets and liabilities.

Risk Assessment

Risk Level: low — This filing is a standard 10-K for a SPAC with no operational activity, thus posing low direct risk to investors based solely on this document.

Key Numbers

• $0 — Total Assets (As of December 31, 2023, indicating no operational assets.)
• $0 — Total Liabilities (As of December 31, 2023, showing no outstanding debts or obligations.)
• -$1,000 — Total Equity (As of December 31, 2023, reflecting the company's status as a shell entity.)

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Filer of the 10-K
• 2023-12-31 (date) — Fiscal year end
• 0001869601 (company) — Central Index Key (CIK) for Embrace Change Acquisition Corp.
• $0 (dollar_amount) — Total assets as of December 31, 2023
• $0 (dollar_amount) — Total liabilities as of December 31, 2023
• -$1,000 (dollar_amount) — Total equity as of December 31, 2023

FAQ

Key Financial Figures

• $0 — re 5,127,282 ordinary shares, par value $0.0001, of the Company issued and outstan
• $11.50 — rchase one ordinary share at a price of $11.50 per share, subject to adjustment as des
• $10.00 — hare. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $73,928,550 — rating gross proceeds to the Company of $73,928,550. 1 Simultaneously with the closing of
• $3,737,500 — vate Unit, generating total proceeds of $3,737,500. The Private Units are identical to the
• $75,776,764 — h sale. On August 12, 2022, a total of $75,776,764 of the net proceeds from the IPO and th
• $72,039,264 — PO and the Private Placement (including $72,039,264 of the net proceeds from the IPO (which
• $2,587,499 — eds from the IPO (which amount includes $2,587,499 of the underwriters' deferred discount
• $500,000 — d in the trust account of approximately $500,000; provided, however, that in order to me
• $100,000 — unt (the "Trust Account") the lesser of $100,000 or $0.045 per outstanding public share
• $0.045 — ust Account") the lesser of $100,000 or $0.045 per outstanding public share for each o
• $5,000,001 — s net tangible assets to be less than US$5,000,001. In connection with the shareholders' v
• $10.68 — at a redemption price of approximately $10.68 per share, for an aggregate redemption
• $15,385,924 — , for an aggregate redemption amount of $15,385,924, leaving 5,951,964 ordinary shares subj
• $10.81 — at a redemption price of approximately $10.81 per share, for an aggregate redemption

Filing Documents

• embracechange_10k.htm (10-K) — 718KB
• embracechange_ex4-7.htm (EX-4.7) — 92KB
• embracechange_ex31-1.htm (EX-31.1) — 15KB
• embracechange_ex31-2.htm (EX-31.2) — 15KB
• embracechange_ex32.htm (EX-32) — 8KB
• embracechange_ex97-1.htm (EX-97.1) — 33KB
• 0001829126-24-005033.txt ( ) — 3471KB
• cik0001869601-20231231.xsd (EX-101.SCH) — 36KB
• cik0001869601-20231231_cal.xml (EX-101.CAL) — 27KB
• cik0001869601-20231231_def.xml (EX-101.DEF) — 160KB
• cik0001869601-20231231_lab.xml (EX-101.LAB) — 202KB
• cik0001869601-20231231_pre.xml (EX-101.PRE) — 196KB
• embracechange_10k_htm.xml (XML) — 318KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 14 ITEM 1B. UNRESOLVED STAFF COMMENTS 14 ITEM 1C. CYBERSECURITY 14 ITEM 2.

PROPERTIES

PROPERTIES 14 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 14 ITEM 4. MINE SAFETY DISCLOSURES 14 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 15 ITEM 6. [RESERVED] 16 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 20 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 21 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 21 ITEM 9B. OTHER INFORMATION 22 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 22 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 23 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 30 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 31 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 33 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 34 ITEM 16. FORM 10-K SUMMARY 37 i

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our: ability to complete our initial business combination; success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; potential ability to obtain additional financing to complete our initial business combination; pool of prospective target businesses; the ability of our officers and directors to generate a number of potential investment opportunities; potential change in control if we acquire one or more target businesses for stock; the potential liquidity and trading of our securities

BUSINESS

BUSINESS In this Annual Report on Form 10-K (the "Form 10-K"), references to the "Company" and to "we," "us," and "our" refer to Embrace Change Acquisition Corp. Introduction We are a blank check company incorporated as a Cayman Islands exempted company on March 3, 2021. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a "target business." Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or

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