Embrace Change Acquisition Corp. Files 10-Q for Period Ending September 30, 2023

TL;DR

<b>Embrace Change Acquisition Corp. filed its Q3 2023 10-Q, detailing financial performance and the re-measurement of redeemable shares.</b>

AI Summary

Embrace Change Acquisition Corp. (EMCUF) filed a Quarterly Report (10-Q) with the SEC on March 1, 2024. The value of ordinary shares subject to redemption was re-measured with investment income earned on investments held in the Trust Account. Filing covers the period from January 1, 2023, to September 30, 2023, with comparative data for the same period in 2022. Includes financial data for Q3 2023 (July 1 - September 30) and Q3 2022. Details fair value measurements for recurring fair value measurements as of September 30, 2023, and December 31, 2022. References various financial instruments including convertible promissory notes, working capital loans, and private placement warrants.

Why It Matters

For investors and stakeholders tracking Embrace Change Acquisition Corp., this filing contains several important signals. This filing provides a snapshot of the company's financial position and performance for the first nine months of 2023, crucial for investors assessing its current standing and future prospects. The re-measurement of redeemable shares based on investment income impacts the company's equity and potential payout to shareholders, a key factor in SPAC valuations.

Risk Assessment

Risk Level: low — Embrace Change Acquisition Corp. shows low risk based on this filing. The filing is a standard 10-Q for a SPAC with no immediate operational or financial distress indicated, suggesting low risk from this report alone.

Analyst Insight

Review the detailed financial statements and notes within the 10-Q to understand the specific impact of investment income on redeemable share values and the company's overall financial health.

Key Numbers

• 2023-09-30 — Period End Date (Conformed period of report)
• 2022-12-31 — Prior Period End Date (Comparative balance sheet date)
• 2023-03-01 — Filing Date (Filed as of date)
• 2022-09-30 — Prior Period Comparative Date (Comparative period for income statement)

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Filer name
• 2023-09-30 (date) — Conformed period of report
• 2024-03-01 (date) — Filed as of date
• SAN DIEGO (location) — Business address city
• CA (location) — Business address state
• 92121 (postal_code) — Business address zip
• 001-41397 (other) — SEC file number
• 6770 (sic_code) — Standard Industrial Classification

FAQ

Risk Factors

• Redemption of Shares [medium — financial]: The value of ordinary shares subject to redemption is re-measured based on investment income earned on investments held in the Trust Account.

Key Dates

• 2023-09-30: Quarterly Period End — Reporting period for the 10-Q filing.
• 2024-03-01: Filing Date — Date the 10-Q was officially filed with the SEC.

Glossary

Trust Account

An account holding funds raised during an IPO, typically invested in U.S. government securities. (Crucial for SPACs, as it holds funds for potential redemptions and business combinations.)

Redeemable Shares

Shares that holders have the right to sell back to the company at a specified price. (Impacts shareholder equity and the amount of capital available for business combinations.)

Key Financial Figures

• $0.0001 — shares subject to possible redemption), $0.0001 par value issued and outstanding. Tab

Filing Documents

• d107107d10q.htm (10-Q) — 582KB
• d107107dex311.htm (EX-31.1) — 11KB
• d107107dex312.htm (EX-31.2) — 11KB
• d107107dex321.htm (EX-32.1) — 4KB
• d107107dex322.htm (EX-32.2) — 4KB
• 0001193125-24-055930.txt (&nbsp;) — 3431KB
• emcgu-20230930.xsd (EX-101.SCH) — 34KB
• emcgu-20230930_cal.xml (EX-101.CAL) — 17KB
• emcgu-20230930_def.xml (EX-101.DEF) — 206KB
• emcgu-20230930_lab.xml (EX-101.LAB) — 233KB
• emcgu-20230930_pre.xml (EX-101.PRE) — 232KB
• d107107d10q_htm.xml (XML) — 342KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 1

Financial Statements

Item 1. Financial Statements 1 Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited) 1 2 3 4

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Statements

Item 2. Management's Discussion and Analysis of Financial Statements 17

Quantitative and Qualitative Disclosure about Market Risks

Item 3. Quantitative and Qualitative Disclosure about Market Risks 19

Controls and Procedures

Item 4. Controls and Procedures 19

OTHER INFORMATION

PART II. OTHER INFORMATION 20

Legal Proceedings

Item 1. Legal Proceedings 20

Risk Factors

Item 1A. Risk Factors 20

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 20

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 20

Other Information

Item 5. Other Information 20

Exhibits

Item 6. Exhibits 21

Signatures

Signatures 22 i Table of Contents

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item1. Financial Statements Embrace Change Acquisition Corp. BALANCE SHEETS (Unaudited) September 30, 2023 December 31, 2022 ASSETS Cash $ 9,208 $ 403,012 Other receivables — 521 Prepaid expenses 17,502 — Total Current Assets 26,710 403,533 Cash and marketable securities held in trust account 64,061,897 76,541,453 Total assets $ 64,088,607 $ 76,944,986 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses $ 918,196 $ 157,051 Convertible promissory note 10,000 — Total current liabilities 928,196 157,051 Deferred underwriter fee payable 2,587,499 2,587,499 Total liabilities 3,515,695 2,744,550 Commitments and Contingencies (Note 6) Ordinary shares subject to possible redemption, 5,951,964 and 7,392,855 shares issued and outstanding at redemption value of $ 10.76 per share and $ 10.35 per share at September 30, 2023 and December 31, 2022, respectively 64,061,897 76,541,453 Stockholders' Deficit Ordinary Shares, par value $ 0.0001 ; 500,000,000 shares authorized; 2,295,893 (excluding 5,951,964 and 7,392,855 shares subject to redemption, respectively) issued and outstanding at September 30, 2023 and December 31, 2022 230 230 Additional paid-in capital — — Accumulated deficit ( 3,489,215 ) ( 2,341,247 ) Total Stockholders' Deficit ( 3,488,985 ) ( 2,341,017 ) Total Liabilities and Stockholders' Deficit $ 64,088,607 $ 76,944,986 The accompanying notes are an integral part of these unaudited financial statements 1 Table of Contents Embrace Change Acquisition C orp. (Unaudited) For the three months ended September 30, 2023 For the three months ended September 30, 2022 For the nine months ended September 30, 2023 For the nine months ended September 30, 2022 Formation and operating costs $ ( 488,036 ) $ ( 154,247 ) $ ( 737,095

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Embrace Change Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on March 3, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities ("Business Combination"). The Company may pursue a business combination target in any business or industry. As of September 30, 2023, the Company had not yet commenced any operations. All activity through September 30, 2023 relates to the Company's formation, the Initial Public Offering (as defined below) and after the Initial Public Offering, searching for a Business Combination target. The Company will not generate any operating revenues until after the completion of its 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 IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company's sponsor is Wuren Fubao Inc., a Cayman Islands exempted company (the "Sponsor"). The registration statement for the Company's Initial Public Offering was declared effective on August 9, 2022. On August 12, 2022, the Company consummated its Initial Public Offering of 7,392,855 units (the "Units", and, with respect to the ordinary shares included in the Units being offered, the "Public Shares"), including the issuance of 892,855 Units as a result of the partial exercise by EF Hutton, division of

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View this 10-Q filing on SEC EDGAR